EXHIBIT 1.01(a)
FORM OF TRADEMARKS AND DOMAIN NAME ASSIGNMENT
This TRADEMARK ASSIGNMENT (this "Assignment") is made and entered into this
___ day of _______, 2004 by and between AUDIOVOX COMMUNICATIONS CORP., a
Delaware corporation ("ACC"), QUINTEX MOBILE COMMUNICATIONS CORPORATION, a
Delaware corporation and AUDIOVOX COMMUNICATIONS CANADA CO., a Nova Scotia
company ("ACCC"; and, together with ACC and Quintex, collectively, the
"Assignor"), to UTSTARCOM, INC., a Delaware corporation having a place of
business at 0000 Xxxxxx Xxx Xxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 ("UTStarcom")
and UTSTARCOM CANADA COMPANY, a Nova Scotia company ("UTStarcom Canada"; and,
together with UTStarcom, the "Assignee") (each a "Party," and collectively, the
"Parties").
WHEREAS, the Assignors are the owners of the domain names, trademarks,
trademark registrations and trademark applications set forth on Schedule A
hereto (the "Trademarks");
WHEREAS, the Assignors, the Assignee and Audiovox Corporation, a Delaware
corporation have entered an Asset Purchase Agreement dated June __, 2004 (the
"Asset Purchase Agreement") (capitalized terms used herein but not otherwise
defined herein shall have the meanings set forth in the Asset Purchase
Agreement);
WHEREAS, pursuant to the Asset Purchase Agreement, Assignee agreed to
purchase the Purchased Assets from Assignors, including all of Assignors' right,
title and interest in and to the Trademarks and any and all goodwill of the
business symbolized by the Trademarks;
WHEREAS, ACCC and UTStarcom Canada are parties to this Assignment solely
for purposes of the transfer of any Canadian assets of the Business; and
WHEREAS, the execution and delivery of this Assignment is a condition to
Closing.
NOW THEREFORE, for the consideration set forth in the Purchase Agreement,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:
1. Assignment. Effective upon the Closing, each Assignor hereby assigns to
Assignee [note: the entities constituting the Assignee shall determine which
Trademarks are assigned to each of them] all of such Assignor's right, title and
interest in and to the Trademarks, and any and all goodwill of the business
symbolized by the Trademarks, and all rights to xxx and recover damages for
past, present and future infringement, dilution, misappropriation, violation,
unlawful imitation or breach thereof.
2. No Warranties. Except as expressly provided in the Asset Purchase
Agreement, no Assignor makes any warranties, express or implied, with respect to
the Trademarks.
Exhibi 99.3
3. Further Assurances. Each Assignor shall, at the cost and expense of
Assignee and without incurring any legal liability not contemplated by the Asset
Purchase Agreement, take all actions and execute all documents necessary or
desirable to record and perfect the interest of Assignee in and to the
Trademarks, and shall not enter into any agreement in conflict with this
Assignment.
IN WITNESS WHEREOF, each Party has caused this Assignment to be executed as
of the date first written above by its duly authorized officer.
AUDIOVOX COMMUNICATIONS CORP.
By:
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Name:
Title:
QUINTEX MOBILE COMMUNICATIONS CORPORATION
By:
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Name:
Title:
AUDIOVOX COMMUNICATIONS CANADA CO.
By:
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Name:
Title:
UTSTARCOM, INC.
By:
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Name:
Title:
UTSTARCOM CANADA COMPANY
By:
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Name:
Title:
SCHEDULE A
U.S. Trademarks
Xxxx Registration No. Application No. Filing Date Registration Date
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Foreign Trademarks
Jurisdiction Xxxx Serial No. Filing Date Registration Date
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Domain Names
