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EXHIBIT 2.6
XXXX OF SALE
Xxxx of Sale and Assignment (this "Xxxx of Sale")
dated as August 18, 1997 between
International Business Machines Corporation, a New York
corporation ("Seller"), and Multilayer Tek L.P. ("Buyer").
Buyer and Seller have entered into a Purchase Agreement dated as of
August 5, 1997 (the "Purchase Agreement), for the sale by Seller to Buyer of
certain Transferred Assets as described in the Purchase Agreement. All
capitalized terms not otherwise defined herein shall have the respective
meanings provided in the Purchase Agreement.
NOW THEREFORE, for good and valuable consideration (including the
payment by Buyer of the Purchase Price for the Transferred Assets), the adequacy
and receipt of which is hereby acknowledged:
1. Pursuant to the terms and conditions of the Purchase Agreement,
Seller does hereby sell, assign, transfer, convey and deliver (collectively,
"sell") to Buyer the Transferred Assets (as defined in the Purchase Agreement,
but excluding the leasehold interest in the Real Estate), free and clear of all
Encumberances.
2. This Xxxx of Sale shall be governed by and construed in
accordance with the internal laws of the State of New York applicable to
agreements made and to be performed entirely within such State, without regard
to the conflicts of law principles of such State.
3. In the event any one or more of the provisions contained in this
Xxxx of Sale should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby. The
parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.
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4. This Xxxx of Sale is executed pursuant to the Purchase Agreement
and is entitled to the benefits and subject to the provisions thereof and shall
bind and inure to the benefit of the parties and their respective successors and
assigns.
IN WITNESS WHEREOF, the parties have caused this Xxxx of Sale to be
duly executed as of the day and year first above written.
MULTILAYER TEK L.P. INTERNATIONAL BUSINESS
MACHINES CORPORATION
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By: /s/ Xxxx X. Ventuca, Jr. By: /s/ Xxxx X. Xxxxxx
Senior Vice President, Chief
Financial Officer and Secretary of
Multek Texas, Inc., in its capacity Title: Corporate Development
Consultant
Title: as General Partner
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