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EXHIBIT 10
XXXX OF SALE
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This Xxxx of Sale is made as of the 4th day of August, 1998 in connection
with the sale of certain assets of Memorex Telex Corporation ("Seller"), a
Delaware corporation, as debtor and debter in possession to Telex
Communications, Inc., a Delaware corporation ("Purchaser").
For $100,000 cash and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Purchaser agree as
follows:
1. Seller hereby sells, assigns, transfer, conveys and delivers to
Purchaser all its rights, title and interest throughout the world in and to the
trademarks, registrations, and applications for registration thereof, on the
attached Schedule A (the "Trademarks") and the goodwill of the business
throughout the world associated with the Trademarks, to have and to hold same
forever AS IS and WITHOUT REPRESENTATIONS and WARRANTIES, except as set forth
in that certain Assignment of Trademarks, Applications and Registrations of even
date herewith.
2. This Xxxx of Sale is subject to the order of the Bankruptcy Court
authorizing the Debtor's sale of certain Trademarks dated July 29, 1998 (the
"Order"), and whenever the terms of this Xxxx of Sale and the Order conflict,
the terms of the Order shall be controlling.
3. This Xxxx of Sale shall be binding upon and inure to the benefit of
Seller and Purchaser and their respective successors and assigns.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed as of date first above written.
MEMOREX TELEX CORPORATION
AS DEBTOR IN POSSESSION
By: /s/ Xxxxxxx X. Xxxxxxxx
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ASSIGNMENT OF TRADEMARKS,
APPLICATIONS AND REGISTRATIONS
WHEREAS, Memorex Telex Corporation, a corporation organized and existing
under the laws of the state of Delaware ("Assignor"), having its principal
office at 000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxx 00000, is
the registrant or applicant for those certain United States and foreign
trademarks (the "Trademarks"), applications and registrations identified on
Exhibit A hereto; and
WHEREAS, Telex Communications, Inc., a corporation organized and existing
under the laws of the State of Delaware ("Assignee"), having its principal
office at 0000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, is desirous
of acquiring the Trademarks and the applications and registration thereof,
together with related goodwill;
NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) Dollar
($1.00) and other good and valuable consideration, receipt of which is hereby
acknowledged, Assignor has sold, assigned and transferred, and by these presents
does hereby sell, assign and transfer unto Assignee, its successors, assigns or
other legal representatives, its entire right, title and interest, including
common law rights, in and to the Trademarks and the registrations and
applications thereof, together with the goodwill of the business in connection
with which the Trademarks are used and the
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right to xxx for and collect damages for past infringement of the Trademarks.
In connection with the foregoing assignment, Assignor represents and
warrants to Assignee that it is the owner of all right, title and interest in
the Trademarks, that to the best of its knowledge all trademark rights are in
full force and effect, and that, except as otherwise disclosed on Exhibit B
hereto, it has granted no other existing license to use the Trademarks and that
the Trademarks are not currently pledged, assigned or other otherwise
encumbered, in part or in whole. Assignor further represents and warrants that
it has no knowledge of any third party asserting or contending orally or in
writing, that: (i) such third party has superior or concurrent rights, title or
interest in or to the Trademarks, (ii) the use of the Trademarks by Assignor
constitutes an infringement of such third party's asserted rights in the
Trademarks, or (iii) the Trademarks are unenforceable, invalid or unprotectable
by Assignor. Assignor further represents and warrants to the best of its
knowledge that all statements made in applications for registration of the
Trademarks and related documentation are true, complete and accurate, and that
all Trademarks described as registered in Exhibit A have been validly
registered and are in full compliance with all applicable regulations and laws
of each and every country where registered, and that all renewals and, where
appropriate, affidavits of continued use have been timely filed,
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Assigner has the full power to enter into this Assignment and to make the
grants herein contained.
If at any time following the date hereof Assignee shall consider that any
further assignments, conveyances of documents or any other things are necessary
to vest in Assignee title to the Trademarks, Assignor shall upon Assignee's
reasonable request, promptly execute and deliver all such transfer documents and
do all things necessary to vest title in Assignee and to otherwise carry out the
purpose of this Assignment.
Assignor appoints Assignee as Assignor's Attorney-in-Fact for execution of
such documents in the event assignor fails to execute and deliver such
documents. Assignor recognizes that this power of attorney is irrevocable since
the power is coupled with Assignee's interest in the Trademarks.
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IN WITNESS WHEREOF, Memorex Telex Corporation has caused this instrument to
be signed by a duly authorized officer.
MEMOREX TELEX CORPORATION
By:
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Name: Date
Its:
ASSIGNEE
TELEX COMMUNICATIONS, INC.
By: /s/ Xxxx X. Xxxxxxxxx 8-4-98
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Name: Xxxx X. Xxxxxxxxx Date
Its: Vice President & General Counsel
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IN WITNESS WHEREOF, Memorex Telex Corporation has caused this
instrument to be signed by a duly authorized officer:
MEMOREX TELEX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx August 7, 1998
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Name: XXXXXXX X. XXXXXXXX Date
Its: GENERAL COUNSEL
ASSIGNEE
TELEX COMMUNICATIONS, INC.
By:
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Name: Date
Its:
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STATE OF TEXAS )
--------------) SS.
COUNTY OF DALLAS )
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On this 4th day of August, 1998, before me personally came Xxxxxxx X.
Xxxxxxxx to me known, who being by me duly sworn, did depose and say that (s)he
resides at 0000 Xxxxxx Xxx. Xx. 0000 Xxxxxx XX 00000, that (s)he is the General
Counsel of MEMOREX TELEX CORPORATION, the corporation described in and which
executed the foregoing instrument, as Assignor, and that he was authorized to
execute the foregoing instrument by order of the bankruptcy court dated July
29, 1998.
No.
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Name: Xxxxxx X. Xxxxxx
[ STAMP ] -------------------------------
Notary Public
for the State of TEXAS
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My Commission Expires: 12/2/99
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EXHIBIT A to
Assignment of Trademarks, Applications and Registrations
SCHEDULE 1:
Registrations and applications as set forth on Annex 1 and the registrations
and applications for the TELEX Trademark registered in the following countries:
JP
AU
AT
BX
CA
DK
FI
FR
OR
IN
IT
MX
NO
ES
SR
CH
GB
CN
BR
NZ
