W.P.I. 11.1.1 EXECUTION COPY
DATED as of December 15, 2000
Balzers and Leybold Taiwan, Ltd
as Seller
AND
Inficon Ltd
as Purchaser
-------------------------------------------
AGREEMENT FOR
THE SALE AND PURCHASE
OF ASSETS OF
Balzers and Leybold Taiwan, Ltd
--------------------------------------------
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS..................................................1
SECTION 2. ASSETS TO BE SOLD............................................3
SECTION 3. ASSUMPTION OF LIABILITIES....................................3
SECTION 4. CONTRACTS....................................................3
SECTION 5. EXCLUDED INFICON ASSETS......................................5
SECTION 6. ADJUSTMENTS TO SCHEDULES.....................................5
SECTION 7. TRANSFERRED EMPLOYEES........................................5
SECTION 8. CONSIDERATION................................................5
SECTION 9. ADJUSTMENT OF CONSIDERATION..................................6
SECTION 10. INDEMNITIES..................................................6
SECTION 11. REPRESENTATIONS AND WARRANTIES...............................7
SECTION 12. CLOSING......................................................7
SECTION 13. FURTHER ACTION...............................................8
SECTION 14. TERMINATION..................................................8
SECTION 15. ENTIRE AGREEMENT.............................................8
SECTION 16. ASSIGNMENT...................................................9
SECTION 17. AMENDMENT....................................................9
SECTION 18. COUNTERPARTS.................................................9
SECTION 19. GOVERNING LAW................................................9
SECTION 20. MISCELLANEOUS................................................9
THIS AGREEMENT is made as of December 15, 2000 and shall be effective as of the
Closing Date.
BETWEEN:
(1) Balzers and Leybold Taiwan Ltd whose registered office is at No. 416-1,
Sec. 0, Xxxxx-Xxxx Xxxx, Xxx Xxxx, Xxxx Xxx, Taiwan R.O.C. 310 ("Seller");
and
(2) Inficon Ltd whose registered office is at No. 416-1, Sec. 0, Xxxxx-Xxxx
Xxxx, Xxx Xxxx, Xxxx Xxx, Taiwan R.O.C. 310 ("Purchaser").
WHEREAS, Seller and Purchaser are direct or indirect subsidiaries of Unaxis
Holding AG, a corporation organized under the laws of Switzerland ("Unaxis");
WHEREAS, Unaxis has decided to restructure its group of companies by
divesting the assets of certain divisions which constitute the Inficon Business
to separate organizational entities being either legal entities or hosted by a
multi-divisional legal entity;
WHEREAS, as part of the foregoing, Unaxis and Inficon Holding AG, a
corporation organized under the laws of Switzerland ("Inficon"), have entered
into a Master Separation Agreement, which provides, among other things, for the
separation of certain Inficon Assets and Inficon Liabilities, the initial public
offering of Inficon shares and the delivery of certain other agreements in order
to facilitate and provide for the foregoing; and
WHEREAS, as part of such restructuring, Seller has agreed to sell to the
Purchaser its Inficon Business in accordance with the provisions of this
Agreement.
NOW IT IS HEREBY AGREED as follows:
SECTION 1. DEFINITIONS
As used in this Agreement (including the Recitals) the following
capitalized terms shall have the following meanings:
"Accounts Receivables" means any and all accounts receivables, notes and
other amounts receivable from third parties (including, without
limitations, customers) arising out of or in connection with the Business
of the Seller prior to the Closing Date and outstanding as of the Closing
Date;
"Business" means the business of Seller, including the Inficon Business and
the Retained Business;
"Closing" means the Closing of the sale and purchase of the Inficon Assets
and the assumption or assignment of the Inficon Contracts and Inficon
Liabilities in accordance with this Agreement;
"Closing Date" means November 1, 2000;
1
"Excluded Inficon Assets, Liablities and Contracts" means any assets,
liabilities and contracts pertaining to the Inficon Business that shall be
excluded from the asset transfer contemplated by this agreement pursuant to
Section 5 hereof.
"Fixtures and Fittings" means any fixtures and fittings, including general
office and computer equipment, owned and used by Seller in connection with
the Business;
"Freehold and Leases" means any freehold properties and leases, tenancies
and licenses used in connection with the Business;
"Inficon Assets" means all the property and assets used by Seller in
connection with the Inficon Business to be sold to Purchaser in accordance
with the provisions of this Agreement, as listed on Schedule I hereto;
"Inficon Business" means the business carried on by Seller at the Closing
Date relating to the , distribution and sale of vacuum instrumentation,
cleaning and other technical instruments, components and systems, including
measurement instruments, vacuum components, valves, gauge fittings, leak
detectors, plasma cleaning systems, mass spectrometers, thin film
controller/monitors, optical sensors, specialized software, and repair and
other services with respect to these products;
"Inficon Contracts" means any contracts and agreements relating to the
Inficon Business, as listed on Schedule III hereto;
"Inficon Liabilities" means the liabilities and obligations of Seller
arising out of or in connection with the Inficon Business, as listed on
Schedule II hereto;
"Inventory" means all inventory, merchandise, finished goods maintained,
held or stored by or for the Seller or the Business and any prepaid
deposits for any of the same used in or intended to be used in the
Business;
"Joint Contracts" means any contracts and agreements not exclusively
relating to the Inficon Business, as listed on Schedule IV hereto;
"Liabilities" means any and all debts, liabilities and obligations, whether
accrued or fixed, absolute or contingent, matured or unmatured, determined
or determinable, including those arising under any law, governmental order,
contract or agreement;
"Office Equipment" means the office equipment and furnishings used by
Seller in connection with the Inficon Business;
"Other Business Claims" means the benefit of all rights and claims of
Seller arising out of or in connection with the Business other than
Accounts Receivables;
"Retained Business" means the lines of business carried on by Seller as an
affiliate of Unaxis on the Closing Date that will be retained by the
Seller, as more fully described in Exhibit I hereto.
"Tax" or "Taxes" means any and all taxes of any kind (together with any and
all interest, penalties, additions to tax and additional amounts imposed
with respect thereto) imposed by any government or taxing authority.
2
"Tax Deed" has the meaning set forth in the Separation Agreement.
"Transferred Employees" means the employees of Seller to be transferred to
Purchaser, as listed on Schedule VI hereto.
SECTION 2. ASSETS TO BE SOLD
(a) Subject to the provisions of this Agreement, Seller agrees to sell,
convey, assign, transfer and deliver, and Purchaser agrees to purchase as a
going concern, as at and with effect from the Closing Date, the Inficon Assets
listed on Schedule I hereto on the Closing Date.
SECTION 3. ASSUMPTION OF LIABILITIES
(a) Subject to the provisions of this Agreement, the Purchaser shall assume
the Inficon Liabilities listed on Schedule II hereto as at and with effect from
the Closing Date. Except as otherwise provided by applicable law, the Purchaser
shall not assume any responsibility with respect to any liabilities other than
Inficon Liabilities.
(b) To the extent it is required by applicable law to obtain approvals of
creditors with respect to the assumption of liabilities by Purchaser, the
parties shall use their best efforts to obtain such approvals as soon as
practicable after execution of this Agreement. Until such approval is obtained,
Purchaser shall indemnify and hold harmless Seller for any such liability.
Section 4(a)(iii) and (iv) shall apply mutatis mutandis.
(c) Consistent with the Tax Deed dated August 31, 2000 between Unaxis and
Inficon, Seller shall retain, and shall be responsible for paying and
satisfying, and Purchaser shall not assume or be responsible for all taxes of
Seller attributable to the Inficon Assets or the Inficon Business, relating to
any period, or any portion of any period, ending on or prior to the Closing Date
(for this purpose, the Taxes for any taxable period in which the Closing date
occurs that relate to the period ending on the Closing Date shall be considered
to be the amount of Taxes for the entire taxable period in which the Closing
Date occurs, multiplied by a fraction the numerator of which is the number of
days in the portion of such period ending on the Closing Date and the
denominator of which is the number of days in the entire period).
SECTION 4. CONTRACTS
(a) Seller shall assign to Purchaser on the Closing Date the Inficon
Contracts listed on Schedule III hereto.
(b) Subject to Section 4(c), Purchaser shall:
(i) perform all of Seller's obligations under each Inficon Contract in
accordance with its terms; and
(ii) indemnify Seller against each loss, liability and cost which Seller
may incur as a result of the Purchaser's performance of Seller's
obligations under each Inficon Contract to the extent that the loss,
liability or cost is attributable to the Purchaser's act or omission
after the Closing Date (including, without limitation, each loss,
liability and cost incurred as a result of defending or settling a
claim alleging such a liability).
3
(c) If an Inficon Contract cannot be transferred to the Purchaser except by
an assignment made with a specified person's consent:
(i) this Agreement shall not constitute an assignment, an attempted
assignment or a subcontracting of the Inficon Contract if the
assignment, attempted assignment or subcontracting would constitute a
breach of the Inficon Contract;
(ii) both before and after the Closing Date each party shall use its best
efforts to obtain the person's consent to the assignment of the
Inficon Contract and to procure that the rights and obligations of
Seller under the Inficon Contract are assumed by Purchaser in
accordance with the provisions of this Section whether by way of
assignment, novation, subcontracting or otherwise; provided, however,
that Purchaser shall not be obligated to give any security or provide
any guarantee as basis for any such assignment or novation or
subcontracting or otherwise;
(iii) until the consent is obtained, Seller shall hold the Inficon Contract
in trust for Purchaser and shall, at Purchaser's request, risk and
expense, take all such steps that may be reasonably required by
Purchaser to enforce the same on behalf of and for the benefit of
Purchaser and do each act and thing reasonably requested of it by
Purchaser to enable performance of the Inficon Contract and to provide
to Purchaser the benefits thereof (including, without limitation,
enforcement of a right of Seller against another party to the Inficon
Contract arising out of its termination by the other party or
otherwise). Seller shall account to Purchaser for all sums received
relating to such performance within three days of such receipt (or
such other period as the parties agree);
(iv) until the consent is obtained, Purchaser shall indemnify and hold
harmless Seller for all liabilities arising out of or in connection
with such obligation for the period starting from the Closing Date to
the date of effectiveness of the assignment of such obligation and,
upon delivery of evidence of such cost, reimburse Seller for all
costs, expenses and disbursements incurred by Seller during such
period in connection with such obligation; and
(v) if the arrangements in Sections 4(c)(ii) and 4(c)(iii) cannot be made
in respect of the Inficon Contract, each party shall use all
reasonable efforts to ensure that the Inficon Contract is terminated
without liability to either party; and neither party shall have any
further obligation to the other relating to the Contract.
(d) With respect to any Joint Contracts listed on Schedule IV hereto, the
parties shall use their best efforts to cause the other party to such contract
to separate the Joint Contract and to enter into a separate agreement with
Purchaser relating to the Inficon Business. Until the execution of such separate
agreement, Seller shall, at Purchaser's risk and expense, undertake any act
reasonably requested by Purchaser to enable performance of the Joint Contract
with respect to the Inficon Business. Sections 4 (c) (iii), (iv) and (v) shall
apply mutatis mutandis.
4
SECTION 5. EXCLUDED INFICON ASSETS
(a) Seller and Purchaser understand that it may be impractical to transfer
certain certain assets, liabilities and contracts owned by Seller and pertaining
to the Inficon Business such as accounts receivable, accounts payable or order
backlog. Seller and Purchaser agree that the legal ownership of the Excluded
Inficon Assets, Liabilities and Contracts listed on Schedule V hereto shall be
retained by Seller.
(b) Seller agrees to account for and assign to Purchaser all benefits and
interest derived from any item listed on Schedule V .
(c) Purchaser agrees to pay an amount of NIL for such benefits and interest
transferred pursuant to Section 5(b), which amount shall be included in the
Purchase Price, and indemnify and hold harmless Seller from all liabilities
arising out of or in connection with any item listed on Schedule V hereto.
SECTION 6. ADJUSTMENTS TO SCHEDULES
The parties hereto shall make adjustments to Schedule I (Inficon
Assets), Schedule II (Inficon Liabilities), Schedule III (Inficon Contracts),
Schedule IV (Joint Contracts), and Schedule V (Excluded Inficon Assets,
Liabilities and Contracts) for items that, based on a good faith determination
of both parties hereto, should have been included in any of these Schedules but
were inadvertently omitted therefrom no later than 30 days after the Closing
Date.
SECTION 7. TRANSFERRED EMPLOYEES
(a) To the extent that the employment contracts of the Transferred
Employees will be transferred automatically to Purchaser by virtue of applicable
law, Purchaser shall assume all rights and obligations, including pension rights
of the Transferred Employees arising out of the employment contracts of the
Transferred Employees.
(b) To the extent that applicable law requires the termination of the
employment contracts of Transferred Employees with Seller in order to transfer
the Transferred Employees to Purchaser, Purchaser undertakes to offer employment
to the employees of Seller on the same terms and conditions as their employment
with Seller, and Seller agrees to terminate employment with effect from the
Closing Date or such other date as Seller and Purchaser have agreed and to this
end, Seller and Purchaser shall cooperate with each other on the issuance of
letters of termination of employment and offer of employment respectively to the
employees to ensure that the issuance of the respective letters to the employees
by Seller and Purchaser shall be contemporaneous.
(c) To the extent the pensions arrangements relating to the Transferred
Employees will not be automatically transferred pursuant to applicable law,
Seller and Purchaser shall use their best efforts to transfer to Purchaser such
pension arrangements relating to the Transferred Employees.
SECTION 8. CONSIDERATION
(a) The consideration for the sale, conveyance, assignment, transfer and
delivery of the Inficon Business pursuant to this Agreement shall be
NT$25,793,761 (the "Purchase Price") and be apportioned between the Inficon
Assets and Liabilities as follows:
5
(i) for Machinery and other fixed Inficon Assets (incl. transportation)
- the sum of NT$164,444
(ii) for Office Equipment (incl. computers) - the sum of NT$327,920
(iii) for the Inventory - the sum of NT$9,316,110
(iv) for Contracts - the sum of NIL
(v) for Goodwill - the sum of NT$12,940,761
(vi) for Advance for Customers and Prepaid Expense - the sum of
NT$3,029,232
(vii) for Account Receivables - the sum of NT$2,879,281
(viii) for benefits and interest in Excluded Inficon Assets transferred
pursuant to Section 5(b) hereof - the sum of NIL
(ix) for all remaining Inficon Assets - the sum of NT$1,792,290
(x) for the Inficon Liabilities - the sum of (-)NT$4,656,277.
(b) The Purchase Price shall be paid by cash in the amount of NT$25,793,761
paid by Purchaser to Seller no later than March 1, 2001.
SECTION 9. ADJUSTMENT OF CONSIDERATION
(a) The Purchase Price for the assets to be sold shall be based on the
valuation delivered to Seller by Unaxis on or prior to the Closing Date. The
adjusted purchase price (the "Final Purchase Price") shall be based on the value
attributed to such assets as of the Closing Date and shall be finally determined
by Unaxis as soon as practicable after the Closing Date, but in any event within
60 calendar days after the Closing Date. A payment for any difference between
the Purchase Price and the Final Purchase Price shall be made by Purchaser to
Seller or by Seller to Purchaser, as the case may be, within five business days
after the Final Purchase Price shall have been finally determined.
(b) Seller and Purchaser agree to treat all payments made by either to or
for the benefit of the other under any indemnity provisions of this Agreement
and for any misrepresentations or breach of warranties or covenants as
adjustments to the Purchase Price for Tax purposes and that such treatment shall
govern for purposes hereof.
SECTION 10. INDEMNITIES
(a) Indemnity by Seller. Seller agrees to indemnify Purchaser and hold it
harmless for any loss incurred by Purchaser as a result of any claim or action
arising out of or resulting from the operation of the Retained Business prior
to, on or after the Closing Date.
(b) Indemnity by Purchaser. Purchaser agrees to indemnify Seller and hold
it harmless for any loss incurred by Seller as a result of any claim or action
arising out of or resulting from the operation of the Inficon Business prior to,
on or after the Closing Date.
6
SECTION 11. REPRESENTATIONS AND WARRANTIES
(a) Seller owns, leases or has legal title to all the Inficon Assets, free
and clear of any and all liens and, with respect to rights under the Inficon
Contracts, is a party to and enjoys the rights and benefits of all such
contracts.
(b) Seller has good and marketable title to, or in the case of leased or
subleased Assets, valid and subsisting leasehold interests in, all the Inficon
Assets, free and clear of all liens and encumbrances.
(c) Following the consummation of the transactions contemplated by this
Agreement, Purchaser will own, with good, valid and marketable title, or lease
under valid and subsisting leases, or otherwise acquire the interests of Seller
in the Inficon Assets, free and clear of any and all liens and encumbrances.
(d) Seller has all necessary power and authority, and has received all
necessary corporate and shareholder approvals, required for or in connection
with the sale and purchase of the Inficon Business and the authorization,
execution, delivery and performance of this Agreement.
(e) No governmental or other authorization, consent, approval, permit or
license is or will be necessary for, or in connection with, the sale and
purchase of the Inficon Business or the authorization, execution, delivery and
performance of this Agreement, except as listed on Schedule VII hereto.
SECTION 12. CLOSING
(a) The Closing shall take place on the Closing Date.
(b) At Closing, Seller shall give possession to Purchaser of the Inficon
Assets, and (if so requested by the Purchaser) deliver to Purchaser duly
executed assignments of or otherwise vest in Purchaser those Assets of the
Inficon Business as are not transferable by delivery.
(c) As a condition to Closing, the consents, approvals, permits and
licenses listed on Schedule VII hereto shall have been obtained by Seller.
(d) As a condition to Closing, each of Seller and Purchaser shall have
delivered to the other party copies of its formation documents and a certificate
of good standing or similar document issued by the local authority of the
jurisdiction of such party that certifies that such party is validly existing
and in good standing.
(e) Upon and after Closing the Seller shall do and execute all other
necessary acts, deeds, documents and things as may be reasonably required for
effectively vesting title to any of the Inficon Assets in the Purchaser and,
pending the doing and executing of such acts, deeds, documents and things, the
Seller shall hold such Inficon Assets in trust for the Purchaser.
(f) Purchaser may waive all or any one or more of the conditions to Closing
set forth above at any time by giving notice to Seller.
7
SECTION 13. FURTHER ACTION
Each of the parties hereto shall use its best efforts to (a) take, or cause
to be taken, all actions necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement, (b) obtain from the
requisite governmental authorities any authorization, consent, approvals,
permits or licenses required to be obtained in connection with the sale and
purchase of the Inficon Assets or the authorization, execution and delivery of
this Agreement as listed on Schedule VII hereto and (c) make all necessary
filings with respect to the sale and purchase of the Inficon Assets or this
Agreement under any applicable law. The parties shall cooperate with each other
in connection with the making of any such filing or taking of any such other
action and furnish all information required in connection with any such filing
or other action.
SECTION 14. TERMINATION
This Agreement may be terminated:
(a) by either party if Closing shall not have occurred by December 30,
2000(or such other date thereafter as determined by an executive officer of
Unaxis and notified to the parties hereto); provided, however, that the right to
terminate this Agreement under this paragraph (a) shall not be available to any
party whose failure to fulfill any obligation under this Agreement shall have
been the cause of, or shall have resulted in, the failure of the Closing to
occur on or prior to such date;
(b) by either party in the event that any competent governmental authority
shall have issued an order, decree or ruling or taken any other action
restraining, enjoining or otherwise prohibiting the transactions contemplated by
this Agreement and such order, decree, ruling or other action shall have become
final and non-appealable; or
(c) by the mutual written consent of Seller and Purchaser; or
(d) By either party upon the written direction of its principal
shareholder.
SECTION 15. ENTIRE AGREEMENT
This Agreement sets out the entire agreement and understanding between the
parties in respect of the sale and purchase of the Inficon Business. It is
agreed that:
(a) neither party has entered into this Agreement in reliance upon any
representation, warranty or undertaking of the other party (whether express or
implied) which is not expressly set out or referred to in this Agreement;
(b) a party may claim in contract for breach of this Agreement but
otherwise shall have no claim or remedy in respect of misrepresentation (whether
negligent or otherwise and whether made prior to, and/or in, this Agreement) or
untrue statement made by the other party; and
(c) this Section 15 shall not exclude any liability for fraudulent
misrepresentations.
8
SECTION 16. ASSIGNMENT
This Agreement may not be assigned by Seller by operation of law or
otherwise without the express written consent of Purchaser (which consent shall
not be unreasonably withheld or delayed); provided, however, that the Purchaser
may assign this Agreement without the consent of Seller.
SECTION 17. AMENDMENT
This Agreement may not be amended or modified except by an instrument in
writing signed by, or on behalf of, the Seller and the Purchaser.
SECTION 18. COUNTERPARTS
This Agreement may be executed by the parties on separate counterparts each
of which, when executed and delivered, shall constitute an original, but both
such counterparts together shall constitute but one and the same instrument.
SECTION 19. GOVERNING LAW
The validity, construction and enforceability of this Agreement shall be
governed in all respects by the laws of the Republic of China without regard to
its conflict of laws rules. All actions and proceedings arising out of or
relating to this Agreement shall be heard and determined by the District Court
of Taipei.
SECTION 20. Miscellaneous
(a) In the event that Seller receives any amounts in respect of the Inficon
Business relating to the period after the Closing Date, it shall forthwith and
in any event within 2 business days pay such amount to Purchaser and pending
such payment hold such amount on trust for Purchaser absolutely.
(b) The Seller shall maintain until the Closing Date any subsisting policy
of insurance relating to any of the Inficon Assets and shall obtain or consent
to an endorsement of notice of the Purchaser's interest on the policy.
(c) This Agreement shall, so far as it remains to be performed, continue in
full force and effect notwithstanding Closing.
(d) Any notice or document required or permitted to be given or served
under this Agreement may be given or served personally or by sending the same by
registered post at or to the registered office for the time being of the party
to or on which the notice is to be given or served or at or to such other
address as shall have been last notified in accordance with the provisions of
this Section) to the other party for the purpose.
(e) Any notice or document given or served by post shall be deemed to have
been given or served 48 hours after the letter containing the same was
registered and posted and in proving that any notice or document was so given or
served it shall be necessary only to prove that the same was properly addressed,
registered and posted.
9
IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to
be executed as of the date first written above by their respective officers duly
authorized.
Inficon Ltd.
By: /s/ Xxxxxxx XxXxxx
----------------------------
Name: Xxxxxxx XxXxxx
Title: President
Leybold Vacuum Taiwan Ltd.
By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx
----------------------------
Name: Xxxxxx Xxxxxxx-Xxxxxxx
Title: President
[WITNESSED}
By:_____________________
EXHIBIT I
---------
BUSINESS RETAINED BY SELLER
Seller: Balzers and Leybold Taiwan, Ltd
H1-Information Technology
DIV-H30 Vacuum Pumps (VP)
EXHIBIT II
----------
FORM OF PAYMENT
CASH: NT$25,793,761
SCHEDULE I
----------
INFICON ASSETS
Inventory
---------
Nil
Machinery
---------
Please see Inficon Fixed Assets List (YTD Sept-'00) schedule attached.
Fixtures and Fittings
---------------------
Nil
Freehold and Leases, Leasehold Improvements
-------------------------------------------
Nil
Office Equipment
----------------
Please see Inficon Fixed Assets List (YTD Sept-'00) schedule attached.
Accounts Receivables
--------------------
Accounts Receivable 3rd NT$2,477,854
Accounts Receivable - Syracuse BLI NT$29,307
Accounts Receivable - Singapore NT$26,224
Accounts Receivable - Inficon GmbH NT$193,054
Accounts Receivable - Inficon Liech. NT$19,928
Accounts Receivable - Unaxis Taiwan NT$236,483
- Allowance for doubtful Account. (NT$103,569)
Order Backlog
-------------
Nil
Other Business Claims
---------------------
Nil
Benefits to Inficon Contracts
-----------------------------
Nil
Customer Lists
--------------
Nil
Customer Orders
---------------
Nil
Marketing Material
------------------
Nil
Business Records
----------------
Nil
Insurance Policies
------------------
Nil
Cash at Hand and in Bank Accounts
---------------------------------
Nil
SCHEDULE II
-----------
INFICON LIABILITIES
Notes Payable NT$172,524
Accounts Payable 3rd NT$1,436,003
Accounts Payable - Cologne LV NT$54,959
Accounts Payable - Syracuse BLI NT$618,821
Accounts Payable - Inficon GmbH NT$962,773
Accounts Payable - Inficon Liech. NT$1,209,006
Receive in Advance NT$202, 191
Total Liabilities: NT$4,656,277
SCHEDULE III
------------
INFICON CONTRACTS
Nil
SCHEDULE IV
-----------
JOINT CONTRACTS
Nil
SCHEDULE V
----------
EXCLUDED INFICON ASSETS, CONTRACTS AND LIABILITIES
[NIL]
SCHEDULE VI
TRANSFERRED EMPLOYEES
INFICON TAIWAN employees list
-------------------------------------------------
1 Japanese Script A122995938
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2 Japanese Script Q221321322
-------------------------------------------------
3 Japanese Script E121664858
-------------------------------------------------
4 Japanese Script A123641617
-------------------------------------------------
5 Japanese Script P120194677
-------------------------------------------------
6 Japanese Script N223440104
-------------------------------------------------
7 Japanese Script A221481919
-------------------------------------------------
8 Japanese Script X000000000
-------------------------------------------------
9 Japanese Script F123801038
-------------------------------------------------
SCHEDULE VII
CONSENTS, APPROVALS, PERMITS AND LICENSES
- Company license dated October 30, 2000
[PAGE OMMITTED - JAPANESE SCRIPT]
Company License
Company Name : INFICON LTD. C0.
Capital : NT$17,853,000.
Representative : President, Xx. XxXxxx
Offce Address : 0X, Xx. 00, Xxxxxxxxx 0xx Xx., Xxxxxx Xxxx,
Xxxxxxx, Xxxxxx 302, R.O.C.
Approval Date : Oct. 30, 2000
Business Scope :
1. F401010 General import/export business
2. CBO1010 Machinery and equipment manufacturing.
3. CCO1080 Electronic Components and devices manufacturing.
4. F213030 Office equipment retailer.
5. F213040 Precision instrument retailer.
6. F213080 Machinery and tooling retailer.
7. F219010 Electronics materials retailer.
8. F218010 Software retailer
9. I301010 Software services
10. E604010 Machinery installation business.
11. E605010 Computer equipment installation business.
Company business voucher register number is 12643669
File number: 00645045
