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EXHIBIT 10.2 (A)
RESTATED AND AMENDED PURCHASE AND SALE AGREEMENT
EFFECTIVE DATE: March 30, 2000
PARTIES: Telex Communications, Inc. ("Telex")
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Altec Lansing Technologies, Inc. ("ALTI")
Xxxxx 0 xxx 000
Xxxxxxx, XX 00000
This Restated and Amended Purchase and Sale Agreement restates and amends in its
entirety that Purchase and Sale Agreement by and between the parties executed on
or about March 30, 2000, and is effective as if fully executed on the Effective
Date set forth above.
RECITALS:
A. Telex currently owns certain trademarks and trademark registrations
in connection with the Altec Lansing brand including the trademark registrations
listed on the attached Exhibit A (hereinafter the "Registered Marks"), and
common law trademarks in the marks ALTEC, ALTEC LANSING, LANSING, VOICE OF THE
HIGHWAY, and VOICE OF THE THEATRE, and numerous designs used in connection with
each of the foregoing (hereinafter, such registered and unregistered trademarks
being referred to as the "Marks")
B. ALTI holds a license to use the Marks in connection with certain
audio products under the terms of a Trademark License Agreement dated November
5, 1985, as amended (the "License Agreement").
C. Telex wishes to sell to ALTI, and ALTI wishes to purchase, the Marks
on the terms and conditions set forth below.
AGREEMENTS:
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows
(the "Agreement"):
ARTICLE 1
SALE AND PURCHASE OF MARKS
1.1) Sale and Purchase of Marks. Subject to the terms and conditions of
this Agreement, Telex agrees to sell, and ALTI agrees to purchase, all of
Telex's rights, title, and
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interest in and to the Marks together with the goodwill associated therewith and
the registrations thereof, as set forth on Exhibit A hereto.
1.2) Termination of License Agreement. Upon Closing (as that term is
hereinafter defined) and sale of the Marks by Telex to ALTI hereunder, the
parties' respective rights and obligations under the License Agreement shall
terminate, no further royalties (including any accrued but unpaid interest on
royalties) shall be owed, and such License Agreement shall be void and of no
further force and effect.
1.3) Transfer Taxes. ALTI shall be responsible for payment of any
sales, use or other transfer tax assessable with respect to the transactions
herein, other than tax measured on Telex's income, including the income it
receives as a result of the payments and other consideration received by it
under this Agreement.
ARTICLE 2
PURCHASE PRICE AND PAYMENT
2.1) Purchase Price. The Purchase Price ("Purchase Price") shall be
equal to One Million and no/100 Dollars ($1,000,000.00).
2.2) Payment of Purchase Price. The Purchase Price shall be paid as
follows:
(a) ALTI shall execute and deliver to Telex at the Closing a
promissory note in substantially the form of Exhibit 2.2 in the
principal amount of One Million and no/100 Dollars ($1,000,000.00), due
and payable in full, together with interest accruing at the rate of 8
1/2% per annum, on April 30, 2004.
2.3) Allocation of Purchase Price. The entire Purchase Price, equal to
the sum of One Million and no/100 Dollars ($1,000,000.00) shall be allocated as
payment for the Marks, and the parties agree to report this transaction for
Federal and state tax purposes in accordance with the allocation set forth in
this Section 2.3.
2.4) Security for Promissory Note. ALTI shall execute and deliver to
Telex at the Closing a security agreement granting Telex a lien on the Marks to
the extent of ALTI's unpaid obligations to Telex on terms substantially similar
to those set forth in Exhibit 2.4 (the "Security Agreement"), and which shall
include such additional subordination, inter-creditor and forbearance provisions
as are typically required in such transactions by the holder of the first lien
on the Marks ("ALTI's Lender"). Telex's rights in the Marks will be subordinate
in lien and subordinate in payment to ALTI's Lender's first priority security
interest in the Marks. Telex agrees to execute such documents evidencing the
subordination of its Security Agreement and the limitation of its remedies
thereunder as ALTI's Lender may require, provided that the terms of such
documents are typical of those required in similar transactions involving ALTI's
Lender.
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2.5) License. ALTI shall execute and deliver to Telex at the Closing a
license granting Telex a limited right to continued use of the Marks on the
terms and conditions set forth in a license agreement in the form of Exhibit 2.5
(the "Telex License").
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF TELEX
Telex makes the following representations and warranties to ALTI with
the intention that ALTI may rely upon the same and acknowledges that the same
shall be true as of the date of this Agreement and of the Closing Date (as if
made at the Closing) and shall survive the Closing of this transaction:
3.1) Organization. Telex is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, and has
all requisite power and authority corporate and otherwise, to own its properties
and assets and to conduct its business.
3.2) Corporate Authority. Telex has all requisite power and authority
to execute, perform and carry out the provisions of this Agreement. Telex has
taken all requisite corporate action authorizing and empowering Telex to enter
into this Agreement and to consummate the transaction contemplated herein.
3.3) Title to Marks; Status of Marks. Except as set forth below, Telex
makes no other warranties or representations regarding the Marks or the
goodwill, if any, associated therewith.
(a) Telex holds marketable title to the Registered Marks free
and clear of all liens, charges, security interests, claims or
encumbrances, and the right and power to grant the unconditional
assignment granted hereunder.
(b) To the best of Telex's knowledge and belief, Telex holds
marketable title to the unregistered marks free and clear of all liens,
charges, security interests, claims or encumbrances, and the right and
power to grant the unconditional assignment granted hereunder.
(c) To the best of Telex's knowledge and belief, all of the
registrations for the Registered Marks are valid and subsisting in full
force and effect and Telex owns the title thereto.
(d) To the best of Telex's knowledge and belief, the
Registered Marks constitute all of the registered trademarks, logos,
trade names and/or other registered designations or designs used in
connection with the Altec Lansing brand.
(e) The Marks are not subject to any liens, mortgages,
assignments, licenses (except the License Agreement), security
interests or encumbrances of any nature whatsoever, except the
permitted exceptions listed in Schedule 3.3(c) hereto.
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3.4) Use of Marks. Telex represents and warrants that, after the
Closing Date, Telex shall make no use of the Marks, or any confusingly similar
xxxx or designation, except as expressly permitted under the terms of the Telex
License.
3.5) Binding Obligation. This Agreement and the documents executed in
connection herewith, constitute the legal, valid and binding obligation of Telex
enforceable against it in accordance with their terms.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF ALTI
ALTI makes the following representations and warranties to Telex, with
the intention that Telex may rely upon the same and acknowledges that the same
shall be true as of the Closing Date (as if made at the Closing) and shall
survive the Closing of this transaction:
4.1) Organization. ALTI is a corporation duly organized, validly
existing and in good standing under the laws of the Commonwealth of Pennsylvania
and has all requisite power and authority, corporate and otherwise to own its
properties and assets and to conduct its business.
4.2) Corporate Authority. ALTI has all requisite power and authority to
execute, perform and carry out the provisions of this Agreement. ALTI has taken
all requisite corporate action authorized and empowering ALTI to enter into this
Agreement and to consummate the transactions contemplated hereby.
4.3) Use of Marks. ALTI represents and warrants that, after the Closing
Date, ALTI shall make no use of the Marks, or any confusingly similar xxxx or
designation, which use is prohibited by the provisions of Article 6 of this
Agreement.
4.4) Binding Obligation. This Agreement and the documents executed in
connection herewith constitute the legal, valid, and binding obligation of ALTI
enforceable against it in accordance with their terms.
4.5) ALTI's Acknowledgement. ALTI acknowledges that Telex has not made
any representations regarding the value of the Marks nor the goodwill, if any,
associated therewith, and that the Marks are being transferred to ALTI "as is"
and "where is", except as specifically set forth in this Agreement.
ARTICLE 5
REVIEW OF DOCUMENTS
5.1) Trademark Files. Promptly after execution of this Agreement, Telex
shall make available for ALTI's review and inspection, at Telex's Minnesota
facility or at such other location as the parties may mutually agree upon,
during normal business hours any of the following documents that are in Telex's
possession:
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(a) evidence of current registration for each Registered Xxxx;
(b) all of the records and files relating to the Marks,
including the prosecution history relating to each Registered Xxxx and
any abandoned or expired registrations for any of the Marks;
(c) any written legal opinion relating to the validity or
infringement of any of the Marks;
(d) all documents referring or relating to any trademark
proceedings in any country in which Telex is a party based in whole or
in part upon one or more of the Marks;
(e) all documents referring or relating to all liens, charges,
security interests, encumbrances, or third party claims or interests as
of the Closing Date to any of the Marks;
(f) all documents referring to or relating to any asserted or
unasserted claim of Telex against any other party based in whole or in
part upon such party's use or proposed use of any of the Marks, or any
designation confusingly similar with any of the Marks;
(g) all documents referring or relating to any asserted,
threatened or pending claim against Telex based in whole or in part
upon Telex's use or proposed use of any of the Marks;
(h) all documents referring or relating to any known defects
in or problems with, any of the Registered Marks; and
(i) all licenses, distribution agreements and other documents
referring or relating to any right of any third party to use, market or
otherwise promote any goods or services under the Marks.
ARTICLE 6
NON COMPETE
6.1) Definitions. For purposes of this Article 6:
"Professional Audio Products" means
(a) commercial sound paging and commercial
background/foreground music systems including but not limited
to commercial ceiling speakers, commercial paging horns,
commercial paging amplifiers, commercial paging (audio)
projectors, commercial automatic mixers, commercial integrated
mixer-amplifiers, powered amplifiers for commercial office
building sound systems,
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mixers with integral AM and/or FM radio receivers for use with
commercial paging systems, including, but not limited to,
wireless applications and devices of any of these products,
and parts, components and accessories for all of these
products, and
(b) professional sound reinforcement systems
including any audio products (including but not limited to
speakers, mixers, amplifiers, microphones, and audio signal
processing units providing crossover, equalization, time
delay, etc.) that are sold or marketed (either through
labeling, advertising, direct sales, or otherwise) for use in
commercial/professional cinema, theatre, concert sound,
performing arts centers, television broadcast studios, radio
broadcast studios, audio recording studios, and video
production studios, including, but not limited to, wireless
applications and devices of any of these products;
but in no event shall the definition of Professional Audio Products
include speakers designed primarily for home and/or personal use,
non-commercial home theatre, non-commercial home cinema or TV,
Internet-enabled systems; micro-computer/personal computer/hand-held
computer peripherals; or non-commercial cable and/or satellite-based
systems, including but not limited to, wireless applications and
devices of any of these products.
6.2) Covenant Not to Compete.
For a period of two (2) years from the date of this Agreement
ALTI shall not use the Marks (including any use as part of a company
name) in conjunction with the sale of any Professional Audio Products.
6.3) Consideration. The mutual covenants and agreements contained in
this Agreement shall be deemed full and adequate consideration for ALTI's
agreement not to compete set forth in this Section 6.
6.4) Injunctive Relief. Being recognized by both ALTI and Telex that
irreparable damage will result to Telex if ALTI violates the foregoing Section
6.2 hereof, it is hereby agreed that in the event of any breach or threatened
breach of Section 6.2 by ALTI, Telex shall be entitled, in addition to any other
remedies available to it, to an injunction to restrain the violation of such
covenant by ALTI and to recover attorneys' fees and disbursements for the
securing of such relief.
ARTICLE 7
CONDITIONS OF TELEX'S OBLIGATIONS
The obligations of Telex to close the transaction contemplated by this
Agreement shall be subject to the observance or performance of the following
conditions on or before the Closing Date:
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7.1) Timing of Closing. ALTI shall be ready, willing and able to close
the transaction contemplated by this Agreement on or before the Closing Date and
shall have advised Telex of that fact.
7.2) Truth of Representations and Warranties. The representations and
warranties of ALTI set forth in Article 4 herein shall continue to be true and
correct on the Closing Date as though made on such date.
7.3) Performance of Obligations. ALTI shall have duly performed and
complied with all agreements and conditions required in this Agreement to be
performed or complied with by ALTI prior to or as of the Closing Date.
7.4) Settlement Agreement Effective. The Closing (as that term is
defined under the Settlement Agreement) under that certain Settlement Agreement
dated March 29, 2000 (the "Settlement Agreement") between the parties of even
date herewith shall have occurred.
ARTICLE 8
CONDITIONS OF ALTI'S OBLIGATIONS
The obligations of ALTI to close the transaction contemplated by this
Agreement shall be subject to the observance or the performance of the following
conditions on or before the Closing Date:
8.1) Timing of Closing. Telex shall be ready, willing and able to close
the transaction contemplated by this Agreement on or before the Closing Date and
shall have advised ALTI of that fact.
8.2) Truth of Representations and Warranties. Telex's representations
and warranties set forth in Article 3 herein shall continue to be true and
correct on the Closing Date as though made on such date.
8.3) Performance of Obligations. Telex shall have performed and
complied with all agreements and conditions required by this Agreement to be
performed or complied with by Telex prior to or as of the Closing Date.
8.4) Settlement Agreement Effective. The Closing (as that term is
defined under the Settlement Agreement) under the Settlement Agreement between
the parties of even date herewith shall have occurred.
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ARTICLE 9
CLOSING
9.1) Closing Date. The closing (herein before and hereinafter the
"Closing") of the transaction contemplated by this Agreement shall be held on or
before April 30, 2000 (herein before and hereinafter the "Closing Date") at such
place as mutually agreed to by the parties.
9.2) Documents Delivered by Telex. At the Closing, Telex shall deliver
to ALTI the following documents, duly executed as appropriate:
(a) an assignment of the Marks in the form of Exhibit 9.2 or
in such other form as is reasonable and customary in the applicable
jurisdiction;
(b) an original, to the extent Telex has such originals, of
each of the documents referenced in Section 5.1; provided further that
if Telex is not in possession or control of such files at Closing, it
shall use its best efforts at Telex's sole cost and expense to locate
such files and provide copies to ALTI after the Closing;
(c) Certificate of Good Standing for Telex from the State of
Minnesota dated no earlier than twenty-five (25) days prior to the
Closing Date;
(d) certified copies of corporate resolutions of Telex
authorizing it to enter into the transactions contemplated herein; and
(e) such other documents as ALTI may reasonably request for
the purpose of assigning, transferring, granting, conveying and
confirming to ALTI or reducing to its possession, any and all assets,
property, and rights to be conveyed and transferred by this Agreement.
9.3) Documents Delivered by ALTI. At the Closing, ALTI shall deliver to
Telex the following documents, duly executed as appropriate:
(a) Certificate of Good Standing for ALTI from the
Commonwealth of Pennsylvania dated no earlier than twenty-five (25)
days prior to the Closing Date;
(b) certified copy of corporate resolutions of ALTI
authorizing it to enter into the transactions as contemplated herein;
(c) the Promissory Note;
(d) the Security Agreement;
(e) the License Agreement; and
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(f) such other documents as Telex may reasonably request to
carry out the transaction contemplated under this Agreement.
9.4) Further Documents and Assurances. At any time and from time to
time after the Closing Date, each party shall, upon the request of another
party, execute, acknowledge, and deliver all such further and other assurances
and documents, and will take such action consistent with the terms of this
Agreement as may be reasonably requested to carry out the transactions
contemplated herein and to permit each party to enjoy its rights and benefits
hereunder.
ARTICLE 10
INDEMNIFICATION
10.1) Indemnification by Telex. Telex shall indemnify and hold ALTI
harmless from and against all losses or damages suffered by ALTI, including
reasonable attorneys' fees and disbursements, which arise out of, relate to,
pertain to or concern any misrepresentation by Telex or any breach of Telex's
warranties and representations hereunder, or any breach, nonfulfillment or
nonperformance by Telex of any of Telex's covenants, duties or obligations
hereunder, or any claim, demand, action or proceeding asserted by a creditor of
Telex.
10.2) Indemnification by ALTI. ALTI shall indemnify and hold Telex
harmless from and against all losses or damages suffered by Telex (including
reasonable attorneys' fees and disbursements) which arise out of, relate to,
pertain to or concern any misrepresentation by ALTI, or any breach of ALTI's
warranties and representations hereunder, or any breach, nonfulfillment or
nonperformance by ALTI of any of ALTI's covenants, duties or obligations
hereunder.
ARTICLE 11
CONFIDENTIALITY
11.1) Confidentiality. The parties hereby expressly agree to maintain
the confidentiality of the terms and conditions of this Agreement, and not to
divulge or reveal any of the terms herein to any third party, except to ALTI's
Lender and as may be reasonably necessary for tax and/or securities reporting
purposes, for purposes of recording the transfer and assignment of the Marks, or
as may be otherwise required by law or order of any court of competent
jurisdiction. Notwithstanding the foregoing, Telex may reveal the existence of
this Agreement to third parties as necessary to advise such third parties of the
fact that Telex will be phasing out of its use of the Marks, that Telex's
products will begin to be marketed under different brands, and that ALTI may
begin selling Professional Audio Products using the Marks at some point. In the
event a party is compelled to divulge the terms of this Agreement by legal
process, the party shall promptly notify the other party, and the parties agree
to cooperate with each other in any effort to obtain an order from the court
preventing or limiting the disclosure.
11.2) Enforcement. The foregoing notwithstanding, the parties recognize
and agree that they may use and/or disclose the terms of this Agreement to any
court of competent jurisdiction
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in connection with any action for the interpretation or enforcement of any
provision or term set forth herein.
11.3) Registration and Recording. Nothing in this Agreement shall
preclude either party from applying for, maintaining the registration of, or
recording any rights or interests in or to any rights, including the
intellectual property rights, being transferred under this Agreement.
ARTICLE 12
GENERAL PROVISIONS
12.1) Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be deemed to have been given, when
received, if personally delivered, faxed during business hours or delivered by
nationally recognized overnight courier service, and three (3) business days
after deposit or when actually received, whichever occurs first, if placed in
the U.S. mail for delivery by registered or certified mail, return receipt
requested, postage prepaid addressed as follows:
(a) To Telex at:
Telex Communications, Inc.
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Attention: President
and Attention: General Counsel
With a copy to:
Xxx X. Xxxx
Xxxxxxxxxx & Xxxxx, P.A.
1100 International Centre
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
(b) To ALTI at:
Altec Lansing Technologies, Inc.
Xxxxx 0 xxx 000
Xxxxxxx, XX 00000
Attention: President
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With a copy to:
Xxxx X. Xxxxx
Xxxxxx & Xxxxx LLP
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Addresses may be changed by written notice given pursuant to this Section.
12.2) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties to this Agreement and their successors and
assigns.
12.3) Headings. The descriptive headings of the several articles and
sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.
12.4) Attorneys' Fees. In any action commenced by either party to
enforce the provisions of the Agreement, the prevailing party shall be entitled
to recover its reasonable costs and expenses, including attorneys' fees.
12.5) Entire Agreement Modification and Waiver. This Agreement,
together with the Exhibits and the related written agreements specifically
referred to herein, represents the only agreement among the parties concerning
the subject matter hereof and supersedes all prior agreements, whether written
or oral, relating thereto. No purported amendment, modification or waiver of any
provision hereof shall be binding unless set forth in a written document signed
by all parties (in the case of amendments or modifications) or by the party to
be charged thereby (in the case of waivers). Any waiver shall be limited to the
provision thereof and the circumstance or events specifically made subject
thereto and shall not be deemed a waiver of any other term hereof or of the same
circumstance or event of any recurrence thereof. No consent or waiver, expressed
or implied, by either party to or of any breach or default by the other party in
the performance by the other party of its obligations under this Agreement shall
be deemed or construed to be a consent or waiver to or of any other breach or
default in the performance by that party of the same or any other obligations of
that party. Failure on the part of either party to complain of any act or
failure to act on the part of the other party or to declare the other party in
default, irrespective of how long the failure continues, shall not constitute a
waiver by that party of its rights under this Agreement.
12.6) Severability. If any provision of this Agreement or its
application to any person or circumstance shall be invalid or unenforceable to
any extent, the remainder of this Agreement and the application of the
provisions to other persons or circumstances shall not be affected thereby, and
this Agreement shall be enforced to the greatest extent permitted by law.
12.7) Governing Law. This Agreement and the legal relations between the
parties shall be governed by and construed in accordance with the laws of the
State of Minnesota.
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12.8) Waiver. No consent or waiver, expressed or implied, by either
party to or of any breach or default by the other party in the performance by
the other party of its obligations under this Agreement shall be deemed or
construed to be a consent or waiver to or of any other breach or default in the
performance by that party of the same or any other obligations of that party.
Failure on the part of either party to complain of any act or failure to act on
the part of the other party or to declare the other party in default,
irrespective of how long the failure continues, shall not constitute a waiver by
that party of its rights under this Agreement.
12.9) Counterparts. This Agreement may be executed with counterpart
signatures.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in the manner appropriate to each, all as of the day
and year first above written.
TELEX COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxx
----------------------------
Title: Vice President
---------------------------
ALTEC LANSING TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxxxx
------------------------------
Name: Xxxxxx Xxxxxx
----------------------------
Title: President and CEO
---------------------------
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EXHIBIT A
Xxxx Registration Number Country Issue Date
ALTEC 1380268 Argentina 4/30/90
ALTEC A200324 Australia 2/17/66
ALTEC 00000 Xxxxxxx 9/29/66
ALTEC 00000 Xxxxxx 2/10/78
ALTEC 88484 Hong Kong 11/21/79
ALTEC 000000 Xxxxxx 7/13/66
ALTEC 000000 Xxxxxx 7/10/70
ALTEC 354145 Switzerland 2/10/87
ALTEC 000000 Xxxxxx 4/20/97
ALTEC 890602 United Kingdom 7/16/67
XXXXX 000,000 Xxxxxx Xxxxxx 11/19/68
ALTEC 534,754 United States 12/12/50
XXXXX XXXXXXX X000000 Xxxxxxxxx 7/7/80
ALTEC LANSING 335509 Benelux 6/17/75
ALTEC LANSING 0000000 Xxxxxx 12/10/89
ALTEC LANSING 216049 Canada 9/17/76
ALTEC LANSING 000000 Xxxxx 5/28/81
ALTEC LANSING 000000 Xxxxx 1/17/90
ALTEC LANSING 0000000000 (App. No.) China
ALTEC LANSING 6041979 Denmark 2/23/79
ALTEC LANSING 78861 Finland 9/21/81
ALTEC LANSING 0000000 Xxxxxx 4/25/95
ALTEC LANSING 000000 Xxxxxxx 0/00/00
XXXXX XXXXXXX 00000000 Xxxx Xxxx 7/6/78
ALTEC LANSING 000000 Xxxxxxxxx 6/29/99
ALTEC LANSING 95565 Ireland 7/26/78
ALTEC LANSING 00000 Xxxxxx 7/6/78
ALTEC LANSING 000000 Xxxxx 12/12/94
ALTEC LANSING 1354774 Japan 10/31/78
XXXXX XXXXXXX X00000 Xxxxxxxx 9/26/78
ALTEC LANSING 000000 Xxxxxx 0/0/00
XXXXX XXXXXXX 000000 Xxx Xxxxxxx 7/26/78
ALTEC LANSING 104142 Norway 1/24/80
XXXXX XXXXXXX 000000 (Xxx. Xx.) Xxxxxxxx
ALTEC LANSING 00000 Xxxx 3/30/95
ALTEC LANSING 00000 Xxxxxxxxx 4/12/75
XXXXX XXXXXXX 000000 Xxxxx Xxxxxx 7/31/78
XXXXX XXXXXXX 00000 Xxxxx Xxxxx 6/27/78
ALTEC LANSING 000000 Xxxxx 5/24/77
XXXXX XXXXXXX 00000 Xxxxxx 0/0/00
XXXXX XXXXXXX 0000000 Xxxxxx Xxxxxxx 12/9/76
XXXXX XXXXXXX 0,000,000 Xxxxxx Xxxxxx 11/18/97
ALTEC LANSING 000000 Xxxxxxx 11/25/98
ALTEC LANSING 83520F Venezuela 12/8/76
ALTEC LANSING & DESIGN 00000 Xxxxxxxxxxx 6/30/89
ALTEC LANSING & DESIGN TM66711 Thailand 12/25/97
ALTEC LANSING & DESIGN 1,041,673 United States 6/22/76
LANSING 2,106,856 United States 10/21/97
VOICE OF THE HIGHWAY 1,172,997 United States 10/13/81
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Xxxx Registration Number Country Issue Date
VOICE OF THE THEATRE 000000 Xxxxx 5/31/72
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EXHIBIT 2.2
PROMISSORY NOTE
$1,000,000 April __, 2000
FOR VALUE RECEIVED, ALTEC LANSING TECHNOLOGIES, INC., A PENNSYLVANIA
CORPORATION (the "Borrower") promises to pay to the order of TELEX
COMMUNICATIONS, INC., A DELAWARE CORPORATION, or its successors or assigns (the
"Holder"), at its office in Minneapolis, Minnesota or at such other place as may
be designated from time to time by the Holder, in lawful money of the United
States of America, the principal sum of One Million and no/100 Dollars
($1,000,000), together with interest on the unpaid principal balance hereof,
from the date hereof until this Promissory Note (the "Note") is fully paid, at
an annual rate equal to eight and one-half percent (8.5%), calculated on the
basis of the actual number of days elapsed in a 360-day year.
Payment Terms.
The principal amount of this Note and interest thereon shall be paid in
full on April 30, 2004, and shall be made by wire transfer in accordance with
the instructions provided by the Holder, unless the Holder agrees in writing to
another method of payment.
Prepayment.
This Note may be prepaid in whole or in part at any time or from time
to time without penalty or premium.
Application of Payments.
Payments hereunder shall be applied first to the payment of accrued
interest and then to reduction of principal.
Events of Default.
The continuation of any one or more of the following events for a seven
day period following notice to the Borrower shall constitute an Event of
Default:
(a) The Borrower shall fail to make when due, whether by
acceleration or otherwise, any payment of principal of, or interest on,
any indebtedness of the Borrower to the Holder within ten (10) days
after the due date of the payment;
(b) The Borrower shall materially fail to comply with any
other agreement, covenant, condition, provision or term contained in
(i) this Note and any other promissory note delivered by the Borrower
to the Holder, (ii) that certain Settlement Agreement dated March 29,
2000 by and between Borrower and Holder, (iii) that certain Purchase
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and Sale Agreement dated March 30, 2000 by and between Borrower and
Holder, or (iv) that certain Trademark Collateral Assignment and
Security Agreement dated April __, 2000 by and between Borrower and
Holder, and such failure to comply shall continue for thirty (30) days;
(c) An Act of Bankruptcy shall occur with respect to the
Borrower. As used herein, an "Act of Bankruptcy" shall be deemed to
have occurred with respect to Borrower if: (1) Borrower becomes
insolvent; (2) Borrower applies for or consents to the appointment of,
or the taking of possession by, a receiver, custodian, trustee,
liquidator or the like of Borrower or of all or a substantial part of
the Borrower's property; (3) Borrower commences a voluntary case under
any bankruptcy, insolvency, reorganization, arrangement, readjustment
of debt, dissolution, liquidation or similar proceeding under the laws
of any jurisdiction; (4) Borrower files a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency,
reorganization, winding up or composition or adjustment of debts; (5)
Borrower admits in writing its inability to pay its debts as they
mature; or (6) Borrower makes an assignment for the benefit of its
creditors; or
(d) A "Change in Control" shall have occurred with respect to
Borrower. For purposes of this Section, "Change in Control" means the
occurrence of any of the following events: (i) the initial public
offering of the Borrower's voting stock; (ii) acquisition by any
person, entity or group of 35% or more of the combined voting power of
the Borrower's then outstanding voting securities; or (iii) more than
65% of the value of the assets of the Borrower are voluntarily or
involuntarily transferred.
Remedies.
If any Event of Default shall occur with respect to the Borrower, the
outstanding unpaid Loan Amount shall automatically become due and payable
immediately. In addition, upon any Event of Default, the Holder may exercise all
rights and remedies under any other instrument, document or agreement in favor
of the Holder, and enforce all rights and remedies under any applicable law,
including without limitation the rights and remedies available upon default to a
secured party under the Uniform Commercial Code as adopted in the State of
Minnesota, including, without limitation, the right to take possession of any
collateral, or any evidence thereof, proceeding without judicial process or by
judicial process (without a prior hearing or notice thereof, which the Borrower
hereby expressly waives) and the right to sell, lease or otherwise dispose of
any or all of any collateral, and, in connection therewith, the Borrower will on
demand assemble any collateral and make it available to the Holder at a place to
be designated by the Holder which is reasonably convenient to both parties.
No Waiver.
No delay or failure on the part of the Holder in exercising any right
or remedy hereunder, or at law or at equity, shall operate as a waiver of or
preclude the exercise of any such right or remedy, and no single or partial
exercise by the Holder of any such right or remedy shall preclude or estop
another or further exercise thereof or exercise of any other right or remedy. No
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waiver by the Holder hereof shall be effective unless in writing signed by the
Holder. A waiver on any one occasion shall not be construed as a waiver of any
such right or remedy on any prior or subsequent occasion.
Costs of Collection.
The Borrower agrees to pay all costs of collection, including
attorneys' fees, in the event that any amount under this Note is not paid when
due.
Miscellaneous.
(a) Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be deemed to have been given, when
received, if personally delivered, faxed during business hours or delivered by
nationally recognized overnight courier service, and three (3) business days
after deposit or when actually received, whichever occurs first, if placed in
the U.S. mail for delivery by registered or certified mail, return receipt
requested, postage prepaid addressed as follows:
(i) To Secured Party at:
Telex Communications, Inc.
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Attention: President
With a copy to
Xxx Xxxx
Xxxxxxxxxx & Xxxxx, P.A.
1100 International Centre
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
(ii) To Debtor at:
Altec Lansing Technologies, Inc.
Xxxxx 0 xxx 000
Xxxxxxx, XX 00000
Attention: President
With a copy to
Xxxx X. Xxxxx, Esq.
Xxxxxx & Xxxxx LLP
000 Xxxxx Xxxxxx 21
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Xxx Xxxx, XX 00000
Addresses may be changed by written notice given pursuant to this Section.
(b) This Note is being delivered in, and shall be governed by the laws
of, the State of Minnesota. Presentment or other demand for payment, notice of
dishonor and protest are expressly waived.
(c) The Holder will not transfer this Note to any entity which may be
considered a competitor of the Borrower.
ALTEC LANSING
TECHNOLOGIES, INC.
By
--------------------------
Name
------------------------
Title
----------------------
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Exhibit 2.4
TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
DATE: April __, 2000 ("Effective Date")
PARTIES: Telex Communications, Inc. ("Secured Party")
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Altec Lansing Technologies, Inc. ("Debtor")
Xxxxx 0 xxx 000
Xxxxxxx, XX 00000
RECITALS:
A. Pursuant to that certain Purchase and Sale Agreement ("Purchase
Agreement") between the parties dated March 30, 2000, Secured Party has assigned
to Debtor all right, title and interest in and to certain trademarks and
trademark registrations in connection with the Altec Lansing brand including the
trademark registrations listed on the attached Exhibit A (hereinafter the
"Registered Marks"), and common law trademarks in the marks ALTEC, ALTEC
LANSING, LANSING, VOICE OF THE HIGHWAY, and VOICE OF THE THEATRE, and numerous
designs used in connection with the foregoing (hereinafter, such registered and
unregistered trademarks being referred to as the "Marks"), subject to the Telex
License (as that term is defined in the Purchase Agreement).
B. Pursuant to that certain Settlement Agreement between the parties
dated March 29, 2000, the parties have resolved certain other outstanding issues
between them ("Settlement Agreement").
C. Subject to the Telex License and the other terms of the Purchase
Agreement and Settlement Agreement, Debtor has adopted, used and is using, and
is the owner of the entire right, title, and interest in and to the Marks.
D. The provisions of the Settlement Agreement and of the Purchase
Agreement by and between Secured Party and Debtor set forth certain financing
arrangements pursuant to which Secured Party may make loans and advances and
provide other financial accommodations to Debtor as set forth in certain
promissory notes, dated of even date herewith, made by Debtor in favor of
Secured Party (as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, the "Promissory Notes")
and other agreements, documents and instruments referred to therein or at any
time executed and/or delivered in connection therewith or related thereto,
including, but not limited to, this Agreement; and
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E. To induce Secured Party to accept the Promissory Notes and to
provide financial accommodations to Debtor pursuant thereto, Debtor has agreed
to grant to Secured Party certain collateral security as set forth herein.
AGREEMENTS:
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows
(the "Agreement"):
1. GRANT OF SECURITY INTEREST
As collateral security for the prompt performance, observance and
indefeasible payment in full of all of the Obligations (as hereinafter defined),
Debtor hereby grants to Secured Party a lien and security interest upon, and a
conditional assignment of, the following (being collectively referred to herein
as the "Collateral"): (a) all of Debtor's now existing or hereafter acquired
right, title, and interest in and to the Marks, together with all rights and
privileges arising under applicable law with respect to Debtor's use of any of
the Marks; (b) the goodwill of the business symbolized by each of the Marks; (c)
all future income, fees, royalties and other payments at any time due or payable
with respect to the Marks, including, without limitation, payments under all
licenses at any time entered into in connection with the Marks; (d) the right to
xxx for past, present and future infringements thereof; (e) all rights
corresponding thereto throughout the world; and (f) any and all other proceeds
of any of the foregoing, including, without limitation, damages and payments or
claims by Debtor against third parties for past or future infringement of the
Marks.
2. OBLIGATIONS SECURED
The security interest, lien and other interests granted to Secured
Party pursuant to this Agreement shall secure the prompt performance, observance
and payment in full of any and all obligations, liabilities and indebtedness of
every kind, nature and description owing by Debtor to Secured Party, arising
under this Agreement, the Purchase Agreement, the Settlement Agreement and/or
the Promissory Notes (collectively, the "Financing Agreements") including
principal, interest, charges, fees, costs and expenses, however evidenced,
whether as principal, surety, endorser, guarantor or otherwise, whether now
existing or hereafter arising, whether arising before, during or after the
initial or any renewal term of the Promissory Notes or after the commencement of
any case with respect to Debtor under the United States Bankruptcy Code or any
similar statute (including, without limitation, the payment of interest and
other amounts which would accrue and become due but for the commencement of such
case), whether direct or indirect, absolute or contingent joint or several, due
or not due, primary or secondary, liquidated or unliquidated, secured or
unsecured, and however acquired by Secured Party (all of the foregoing being
collectively referred to herein as the "Obligations").
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3. REPRESENTATIONS, WARRANTIES AND COVENANTS
Debtor hereby represents, warrants and covenants with and to Secured
Party the following (all of such representations, warranties and covenants being
continuing so long as any of the Obligations are outstanding):
(a) Debtor shall pay and perform all of the Obligations according to
their terms.
(b) Debtor owns the title to all of the existing Collateral, and has
the right and power to grant the security interest and conditional assignment
granted hereunder. Debtor shall, at Debtor's expense, perform all commercially
reasonable acts and execute all documents necessary to maintain the existence of
the Collateral (as commercially reasonable) consisting of registered Marks as
registered trademarks and, where commercially reasonable, to maintain the
existence of all of the Collateral as valid and subsisting, including, without
limitation, the filing of any renewal affidavits and applications. The
Collateral is not subject to any liens, claims, mortgages, assignments,
licenses, security interests of encumbrances of any nature whatsoever, except:
(i) to a first priority security interest granted to ALTI's Lender (as that term
is defined in the Settlement Agreement) on the date hereof; (ii) the security
interests granted hereunder and pursuant to the Promissory Notes; (iii) the
security interests permitted under the Settlement Agreement between the parties
dated March 29, 2000; and (iv) the licenses permitted under Section 3(e) below.
(c) Debtor shall not assign, sell, mortgage, lease, transfer, pledge,
hypothecate, grant a security interest in or lien upon, encumber, grant an
exclusive license relating to the Collateral, or otherwise dispose of any of the
Collateral, in each case without the prior written consent of Secured Party,
except as otherwise permitted herein or in the Promissory Notes. Nothing in this
Agreement shall be deemed a consent by Secured Party to any such action, except
as such action is expressly permitted hereunder. Secured Party hereby expressly
permits Debtor to grant such non-exclusive licenses to the Marks as are
commercially reasonable under the Circumstances. Secured Party hereby expressly
permits the Debtor to grant a first priority security interest in the Collateral
to ALTI's Lender on the date hereof. The Secured Party's rights and remedies
under this Agreement are hereby expressly made subject and subordinate in lien
and subject and subordinate in payment to ALTI's Lender's first priority
security interest in the Collateral (including, without limitation, any future
advances by ALTI's Lender to protect the Collateral or ALTI's Lender's lien
thereon or rights thereto), and to all of ALTI's Lender's rights and remedies
under the Subordination Agreement (as that term is defined in the Settlement
Agreement) dated , 2000 by and between the Debtor, ALTI's Lender and the
Secured Party.
(d) Debtor shall, at Debtor's expense, promptly perform all acts and
execute all documents reasonably requested at any time by Secured Party to
evidence the security interest in and conditional assignment of the Collateral
granted hereunder or to otherwise further the provisions of this Agreement.
Secured Party shall be permitted, at Secured Party's sole cost and expense, to
perform all acts and execute all documents reasonably necessary to perfect,
maintain, record or enforce the security interest in and conditional assignment
of the Collateral granted hereunder or to otherwise further the provisions of
this Agreement. Debtor hereby authorizes
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Secured Party to execute and file one or more financing statements (or similar
documents) with respect to the Collateral, signed only by Secured Party or as
otherwise determined by Secured Party. Debtor further authorizes Secured Party
to have this Agreement or any other similar security agreement filed with the
Commissioner of Patents and Trademarks' or any other appropriate federal, state
or government office.
(e) As of the date hereof, Debtor has not granted any licenses with
respect to the Marks other than as set forth in Exhibit B hereto.
(f) Debtor shall, concurrently with the execution and delivery of this
Agreement, execute and deliver to for escrow, five (5) originals of a
Special Power of Attorney in the form of Exhibit C annexed hereto for the
implementation of the assignment sale or other disposition of the Collateral
pursuant to Secured Party's exercise of the rights and remedies granted to
Secured Party hereunder. shall be bound by this Agreement and shall hold
and shall not deliver such Special Power of Attorney to Secured Party, except
pursuant to the terms and conditions of this Agreement. shall make
no copies of such Special Power of Attorney. Promptly upon termination of this
Agreement, regardless of the reason for such termination, shall
return to Debtor all five (5) originals of the Special Power of Attorney, and
any copies thereof, except such originals as shall have properly been delivered
to Secured Party under the terms and conditions of this Agreement.
(g) Secured Party may, in its reasonable and good faith discretion, pay
any amount or do any act which Debtor fails to pay or do as required hereunder
or as reasonably requested by Secured Party to preserve, defend, protect
maintain, record or enforce the Obligations, the Collateral, or the security
interest and conditional assignment granted hereunder, including, but not
limited to, all filing or recording fees, court costs, collection charges,
reasonable attorneys' fees and legal expenses. Debtor shall be liable to Secured
Party for such reasonable and actual payments as are made by Secured Party which
payments were necessary to preserve, defend, protect maintain, or enforce the
Obligations, the Collateral, or the security interest and conditional assignment
granted hereunder, which payment shall be deemed an advance by Secured Party to
Debtor, shall be payable on demand together with interest at the rate then
applicable to the Obligations set forth in the Promissory Notes and shall be
part of the Obligations secured hereby.
(h) Debtor has not abandoned any of the Marks and Debtor will not do
any act, nor omit to do any act, whereby the Marks may become abandoned,
invalidated, unenforceable, avoided, or avoidable; provided, that, Debtor may
abandon or fail to maintain any of the Marks after thirty (30) days prior
written notice to Secured Party with respect to any Marks that satisfy each of
the following conditions: (i) any such Trademark is no longer used or useful in
the business of Debtor or any of its affiliates, (ii) any such Trademark has not
been used by Debtor or any of its affiliates for a period of six (6) months in
an applicable territory or more from the date of such written notice to Secured
Party and (iii) any such Xxxx is not otherwise material to the business of
Debtor or any of its affiliates in any respect and has little or no value.
Debtor shall notify Secured Party immediately if it knows or has reason to know
of any reason why any
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application, registration, or recording with respect to the Marks may become
abandoned, canceled, invalidated, avoided, or avoidable.
(i) Debtor shall render any assistance, as Secured Party shall in good
faith determine is necessary, to Secured Party in any proceeding before the
United States Patent and Trademark Office, any federal or state court, or any
similar office or agency in the United States, any State thereof, any political
subdivision thereof or in any other country, to maintain such application and
registration of the Marks as Debtor's exclusive property and to protect Secured
Party's interest therein, including, without limitation, filing of renewals,
affidavits of use, affidavits of incontestability and opposition, interference,
and cancellation proceedings (except to the extent a trademark may be abandoned
as permitted under Section 3(h) above).
(j) Debtor shall promptly notify Secured Party if Debtor learns of any
use by any person of any term or design which it believes infringes on any Xxxx
or is likely to cause confusion with any Xxxx. Secured Party shall promptly
notify Debtor if Secured Party learns of any use by any person of any term or
design which it believes infringes on any Xxxx or is likely to cause confusion
with any Xxxx. Debtor may, at Debtor's sole expense, bring such action as
Debtor, in Debtor's sole discretion, may deem advisable for the protection of
the Marks; any recovery from such action shall be for the sole use and benefit
of Debtor. In the event that Debtor has not brought such action, and Secured
Party, in Secured Party's sole discretion deems such action advisable for the
protection of Secured Party's interest in and to the Marks, Secured Party may
bring such action. If requested by Secured Party, Debtor, at Debtor's expense,
shall join with Secured Party in such action as Secured Party, in Secured
Party's discretion, may deem advisable for the protection of Secured Party's
interest in and to the Marks.
(k) Debtor assumes all responsibility and liability arising from its
use of the Marks and Debtor hereby indemnifies and holds Secured Party harmless
from and against any claim, suit, loss, damage, or expense (including reasonable
attorneys' fees and legal expenses) arising out of any alleged defect in any
product manufactured, promoted, or sold by Debtor (or any affiliate or
subsidiary thereof) in connection with any Trademark or out of the manufacture,
promotion, labeling, sale or advertisement of any such product by Debtor (or any
affiliate or subsidiary thereof). Debtor shall not be obliged to so indemnify
and hold Secured Party harmless to the extent such losses, costs, damages,
expenses and liabilities are caused by the negligence or willful misconduct of
Telex. The foregoing indemnity shall survive the payment of the Obligations, the
termination of this Agreement and the termination or nonrenewal of the
Promissory Notes.
(l) Except as otherwise set forth herein, Debtor shall promptly pay
Secured Party for any and all expenditures made by Secured Party pursuant to the
provisions of this Agreement or for the defense, protection or enforcement of
the Obligations, the Collateral, or the security interests and conditional
assignment granted hereunder, including, but not limited to, all filing or
recording fees, court costs, collection charges, travel expenses, and reasonable
attorneys' fees and legal expenses. Such expenditures shall be payable on
demand, together with interest at the rate then applicable to the Obligations
set forth in the Promissory Notes and shall be part of the Obligations secured
hereby.
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(m) This Agreement creates a valid security interest in the Collateral
securing the payment of the Obligations.
4. EVENTS OF DEFAULT
All Obligations shall become immediately due and payable, without
notice or demand, at the option of Secured Party, upon the occurrence of any
Event of Default, as such term is defined in the Promissory Notes (each an
"Event of Default" hereunder).
5. RIGHTS AND REMEDIES
At any time an Event of Default has occurred and is continuing in
addition to all other rights and remedies of Secured Party, whether provided
under this Agreement, the Promissory Notes, applicable law or otherwise, Secured
Party shall have the following rights and remedies which may be exercised
without notice to, or consent by, Debtor except as such notice or consent is
expressly provided for hereunder:
(a) Secured Party may require that neither Debtor nor any affiliate or
subsidiary of Debtor make any use of the Marks or any marks similar thereto for
any purpose whatsoever. Secured Party may make use of any Marks for the sale of
goods, completion of work-in-process or rendering of services in connection with
enforcing any other security interest granted to Secured Party by Debtor or any
subsidiary or affiliate of Debtor.
(b) Secured Party may grant such license or licenses relating to the
Collateral for such term or terms, on such conditions, and in such manner, as
Secured Party shall in its good faith discretion deem appropriate. Such license
or licenses may be general, special or otherwise, and may be granted on an
exclusive or non-exclusive basis throughout all or any part of the United States
of America, its territories and possessions, and all foreign countries.
(c) may release from escrow one or more of the five (5)
originals of the Special Power of Attorney held pursuant to paragraph 3(f) of
this Agreement. Secured Party may assign, sell or otherwise dispose of the
Collateral or any part thereof, either with or without special conditions or
stipulations except that if notice to Debtor of intended disposition of
Collateral is required by law, the giving of ten (10) days prior written notice
to Debtor of any proposed disposition shall be deemed reasonable notice thereof
and Debtor waives any other notice with respect thereto. Secured Party shall
have the power to buy the Collateral or any part thereof, and Secured Party
shall also have the power to execute assurances and perform all other acts which
Secured Party may, in its good faith discretion, deem appropriate or proper to
complete such assignment sale, or disposition. In any such event, Debtor shall
be liable for any deficiency and, in the event of any surplus, such surplus
shall be paid to Debtor or such other person as may be entitled thereto under
applicable law or order of any court or other governmental authority.
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(d) In addition to the foregoing, in order to implement the assignment
sale, or other disposition of any of the Collateral pursuant to the terms
hereof, Secured Party may at any time execute and deliver on behalf of Debtor,
pursuant to the authority granted in the Powers of Attorney described in Section
3(f) hereof, one or more instruments of assignment of the Marks (or any
application, registration, or recording relating thereto), in form suitable for
filing, recording, or registration. Debtor agrees to pay Secured Party on demand
all costs incurred in any such transfer of the Collateral, including, but not
limited to, any taxes, fees, and reasonable attorneys' fees and legal expenses.
(e) Secured Party shall apply the proceeds actually received from any
such license, assignment, sale or other disposition of any of the Collateral to
the Obligations in such order and manner as Secured Party may reasonably
determine. Debtor shall remain liable to Secured Party for any of the
Obligations remaining unpaid after the application of such proceeds, and Debtor
shall pay Secured Party on demand any such unpaid amount together with interest
at the rate then applicable to the Obligations set forth in the Promissory
Notes. In the event of any surplus, such surplus shall be paid to Debtor or such
other person as may be entitled thereto under applicable law or order of any
court or other governmental authority.
(f) Debtor shall supply to Secured Party or to Secured Party's
designee, Debtor's knowledge and expertise relating to the manufacture and sale
of the products and services bearing the Marks and Debtor's customer lists and
other records relating to the Marks and the distribution thereof
(g) Nothing contained herein shall be construed as requiring Secured
Party to take any such action at any time. All of Secured Party's rights and
remedies, whether provided under this Agreement, the other Financing Agreements,
applicable law, or otherwise, shall be cumulative and none is exclusive. Such
rights and remedies may be enforced alternatively, successively, or
concurrently.
6. JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW
(a) The validity, interpretation and enforcement of this Agreement and
the Promissory Notes and any dispute arising out of the relationship between the
parties hereto, whether in contract, tort, equity or otherwise, shall be
governed by the internal laws of the State of Minnesota (without giving effect
to principles of conflicts of law).
(b) Debtor and Secured Party irrevocably consent and submit to the
non-exclusive jurisdiction of the courts of the State of Minnesota, and the
United States District Court for the District of Minnesota and waive any
objection based on venue or forum non conveniens with respect to any action
instituted therein arising under this Agreement or any of the other Financing
Agreements or in any way connected or related or incidental to the dealings of
Debtor and Secured Party in respect of this Agreement, the Promissory Notes, or
the other Financing Agreements, in each case whether now existing or thereafter
arising, and whether in contract, tort, equity or otherwise, and agrees that it
shall not bring any action with respect to any such
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matters except in such courts described above (except that Secured Party shall
have the right to bring any action or proceeding against Debtor or its property
in the courts of any other jurisdiction which is reasonably necessary or
appropriate in order to realize on the Collateral or to otherwise enforce its
rights against Debtor or its property).
(c) Debtor hereby waives personal service of any and all process upon
it and consents that all such service of process may be made by certified mail
(return receipt requested) directed to its address set forth herein and service
so made shall be deemed to be completed ten (10) days after the same shall have
been so deposited in the U.S. mails, or, at Secured Party's option, by service
upon Debtor in any other manner provided under the rules of any such courts.
Within thirty (30) days after such service, Debtor shall appear in answer to
such process, failing which Debtor shall be deemed in default and judgment may
be entered by Secured Party against Debtor for the amount of the claim and other
relief requested. Secured Party hereby waives personal service of any and all
process upon it and consents that all such service of process may be made by
certified mail (return receipt requested) directed to its address set forth
herein and service so made shall be deemed to be completed ten (10) days after
the same shall have been so deposited in the U.S. mails.
(d) DEBTOR AND SECURED PARTY EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS
AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF DEBTOR AND SECURED PARTY IN
RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE
TRANSACTIONS RELATED THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. DEBTOR AND SECURED
PARTY EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT DEBTOR
OR SECURED PARTY MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF DEBTOR AND SECURED PARTY TO
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
(e) Secured Party shall not have any liability to Debtor (whether in
tort, contract, equity or otherwise) for losses suffered by Debtor in connection
with, arising out of, or in any way related to the transactions or relationships
contemplated by this Agreement, or any act, omission or event occurring in
connection herewith, unless it is determined by a judgment or court order
binding on Secured Party that the losses were the result of acts or omissions
constituting gross negligence or willful misconduct.
7. MISCELLANEOUS
(a) Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be deemed to have been given, when
received, if personally
-8-
27
delivered, faxed during business hours or delivered by nationally recognized
overnight courier service, and three (3) business days after deposit or when
actual received, whichever occurs first, if placed in the U.S. mail for delivery
by registered or certified mail, return receipt requested, postage prepaid
addressed as follows:
(i) To Secured Party at:
Telex Communications, Inc.
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Attention: President and
Attention: General Counsel
With a copy to
Xxx X. Xxxx
Xxxxxxxxxx & Xxxxx, P.A.
1100 International Centre
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
(ii) To Debtor at:
Altec Lansing Technologies, Inc.
Xxxxx 0 xxx 000
Xxxxxxx, XX 00000
Attention: President
With a copy to
Xxxx X. Xxxxx, Esq.
Xxxxxx & Xxxxx LLP
000 Xxxxx Xxxxxx 00
Xxx Xxxx, XX 00000
Addresses may be changed by written notice given pursuant to this Section.
(b) All references to the plural herein shall also mean the singular
and to the singular shall also mean the plural. All references to Debtor and
Secured Party pursuant to the definitions set forth in the recitals hereto, or
to any other person herein, shall include their respective successors and
assigns. The words "hereof," "herein," "hereunder," "this Agreement" and words
of similar import when used in this Agreement shall refer to this Agreement as a
whole and not any particular provision of this Agreement and as this Agreement
now exists or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced. All references to the term "Person" or "person"
herein shall mean any individual, sole proprietorship, partnership,
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corporation (including, without limitation, any corporation which elects S
corporation status under the Internal Revenue Code of 1986, as amended), limited
liability company, limited liability partnership, business trust unincorporated
association, joint stock company, trust joint venture or other entity or any
government or any agency or instrumentality or political subdivision thereof.
(c) This Agreement, the Promissory Notes and any other document
referred to herein or therein shall be binding upon each party and its
successors and assigns and inure to the benefit of and be enforceable by each
party and its successors and assigns.
(d) If any provision of this Agreement or its application to any person
or circumstance shall be invalid or unenforceable to any extent, the remainder
of this Agreement and the application of the provisions to other persons or
circumstances shall not be affected thereby, and this Agreement shall be
enforced to the greatest extent permitted by law.
(e) This Agreement, together with the Exhibits and the related written
agreements specifically referred to herein, represents the only agreement among
the parties concerning the subject matter hereof and supersedes all prior
agreements, whether written or oral, relating thereto. No purported amendment,
modification or waiver of any provision hereof shall be binding unless set forth
in a written document signed by all parties (in the case of amendments or
modifications) or by the party to be charged thereby (in the case of waivers).
No consent or waiver, expressed or implied, by either party to or of any breach
or default by the other party in the performance by the other party of its
obligations under this Agreement shall be deemed or construed to be a consent or
waiver to or of any other breach or default in the performance by that party of
the same or any other obligations of that party. Failure on the part of either
party to complain of any act or failure to act on the part of the other party or
to declare the other party in default, irrespective of how long the failure
continues, shall not constitute a waiver by that party of its rights under this
Agreement.
IN WITNESS WHEREOF, Debtor and Secured Party have executed this
Agreement as of the day and year first above written.
ALTEC LANSING TECHNOLOGIES, INC.
By:
--------------------------------------------
Name:
-----------------------------------------
Title:
-----------------------------------------
TELEX COMMUNICATIONS, INC.
-10-
29
By:
--------------------------------------------
Name:
-----------------------------------------
Title:
-----------------------------------------
-00-
00
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On this day of March, 2000, before me personally came
to me known, who being duly sworn, did depose and say, that
he/she is the of Altec Lansing Technologies, Inc., the
corporation described in and which executed the foregoing instrument; and that
he/she signed his/her name thereto by order of the Board of Directors of said
corporation.
------------------------------
Notary Public
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On this day of March, 2000, before me personally came
to me known, who being duly sworn, did depose and say, that
he/she is the of Telex Communications, Inc., the corporation
described in and which executed the foregoing instrument; and that he signed
his/her name thereto by order of the Board of Directors of said corporation.
------------------------------
Notary Public
-12-
31
EXHIBIT A
TO
TRADEMARK COLLATERAL ASSIGNMENT
AND SECURITY AGREEMENT
LIST OF MARKS
------------------------------------------ ------------------------------ ---------------------------- ---------------
Xxxx Registration Number Country Issue Date
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 1380268 Argentina 4/30/90
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC A200324 Australia 2/17/66
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 00000 Xxxxxxx 9/29/66
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 00000 Xxxxxx 2/10/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 88484 Hong Kong 11/21/79
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 000000 Xxxxxx 7/13/66
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 000000 Xxxxxx 7/10/70
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 000000 Xxxxxxxxxxx 2/10/87
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 000000 Xxxxxx 4/20/97
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 890602 United Kingdom 7/16/67
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 860,432 United States 11/19/68
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 534,754 United States 12/12/50
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING A348153 Australia 7/7/80
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 335509 Benelux 6/17/75
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 0000000 Xxxxxx 12/10/89
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxxx 9/17/76
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxx 5/28/81
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxx 1/17/90
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 0000000000 (App. No.) China
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 6041979 Denmark 2/23/79
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 00000 Xxxxxxx 9/21/81
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 0000000 Xxxxxx 4/25/95
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxxxx 7/22/76
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 25501982 Hong Kong 7/6/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxxxxxx 6/29/99
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 00000 Xxxxxxx 7/26/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 00000 Xxxxxx 7/6/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxx 12/12/94
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 0000000 Xxxxx 10/31/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
XXXXX XXXXXXX X00000 Xxxxxxxx 9/26/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxxx 9/8/76
------------------------------------------ ------------------------------ ---------------------------- ---------------
XXXXX XXXXXXX 000000 Xxx Xxxxxxx 7/26/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 104142 Norway 1/24/80
------------------------------------------ ------------------------------ ---------------------------- ---------------
XXXXX XXXXXXX 000000 (Xxx. Xx.) Xxxxxxxx
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 00000 Xxxx 3/30/95
------------------------------------------ ------------------------------ ---------------------------- ---------------
XXXXX XXXXXXX 00000 Xxxxxxxxx 4/12/75
------------------------------------------ ------------------------------ ---------------------------- ---------------
XXXXX XXXXXXX 000000 Xxxxx Xxxxxx 7/31/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
XXXXX XXXXXXX 00000 Xxxxx Xxxxx 6/27/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxx 5/24/77
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 00000 Xxxxxx 1/1/77
------------------------------------------ ------------------------------ ---------------------------- ---------------
-1-
32
------------------------------------------ ------------------------------ ---------------------------- ---------------
Xxxx Registration Number Country Issue Date
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 1040220 United Kingdom 12/9/76
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 2,113,891 United States 11/18/97
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxxxx 11/25/98
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 83520F Venezuela 12/8/76
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING & DESIGN 00000 Xxxxxxxxxxx 6/30/89
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING & DESIGN TM66711 Thailand 12/25/97
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING & DESIGN 1,041,673 United States 6/22/76
------------------------------------------ ------------------------------ ---------------------------- ---------------
LANSING 2,106,856 United States 10/21/97
------------------------------------------ ------------------------------ ---------------------------- ---------------
VOICE OF THE HIGHWAY 1,172,997 United States 10/13/81
------------------------------------------ ------------------------------ ---------------------------- ---------------
VOICE OF THE THEATRE 000000 Xxxxx 5/31/72
------------------------------------------ ------------------------------ ---------------------------- ---------------
-2-
33
EXHIBIT B
TO
TRADEMARK COLLATERAL ASSIGNMENT
AND SECURITY AGREEMENT
LIST OF LICENSES
License to Telex Communications, Inc. dated March , 2000.
34
EXHIBIT C
TO
TRADEMARK COLLATERAL ASSIGNMENT
AND SECURITY AGREEMENT
SPECIAL POWER OF ATTORNEY
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
KNOW ALL MEN BY THESE PRESENTS, that ALTEC LANSING TECHNOLOGIES, INC.
("Debtor"), having an office at Xxxxx 0 xxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000
hereby appoints and constitutes, severally, TELEX COMMUNICATIONS, INC. ("Secured
Party"), and each of its officers, its true and lawful attorney, with full power
of substitution and with full power and authority to perform, upon the
occurrence of any event of default, the following acts on behalf of Debtor:
1. Execution and delivery of any and all agreements, documents,
instrument of assignment or other papers which Secured Party, in its good faith
discretion, deems necessary or advisable for the purpose of assigning, selling,
or otherwise disposing of all right title, and interest of Debtor in and to any
Marks as that item is defined in that certain Trademark Collateral Agreement and
Security Agreement dated April ___, 2000 by and between Debtor and Secured Party
and all registrations, recordings, reissues, extensions, and renewals thereof,
or for the purpose of recording, registering and filing of, or accomplishing any
other formality with respect to the foregoing.
2. Execution and delivery of any and all documents, statements,
certificates or other papers which Secured Party, in its good faith discretion,
deems necessary or advisable to further the purposes described in Subparagraph 1
hereof.
This Power of Attorney is made pursuant to a Trademark Collateral
Assignment and Security Agreement dated of even date herewith, between Debtor
and Secured Party (the "Security Agreement") and is subject to the terms and
provisions thereof. This Power of Attorney, being coupled with an interest, is
irrevocable until all "Obligations", as such term is defined in the Security
Agreement are paid in full and the Security Agreement is terminated in writing
by Secured Party, and is automatically revoked upon the termination of the
Security Agreement.
Dated: April ___, 2000
ALTEC LANSING TECHNOLOGIES, INC.
By:
----------------------------------------
Name:
--------------------------------------
-1-
35
Title:
-------------------------------------
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On this day of March, 2000, before me personally came
to me known, who being duly sworn, did depose and say, that
he is the of Altec Lansing Technologies, Inc., the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the Board of Directors of said corporation.
------------------------------------------
Notary Public
-2-
36
Exhibit 2.5
LICENSE AGREEMENT
DATE: April _____, 2000 ("Effective Date")
PARTIES: Telex Communications, Inc. ("Telex")
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Altec Lansing Technologies, Inc. ("ALTI")
Xxxxx 0 xxx 000
Xxxxxxx, XX 00000
RECITALS:
A. Pursuant to that certain Purchase and Sale Agreement between the
parties dated March 30, 2000, Telex has assigned To ALTI all right, title and
interest in and to certain trademarks and trademark registrations in connection
with the Altec Lansing brand including the trademark registrations listed on the
attached Exhibit A (hereinafter the "Registered Marks"), and common law
trademarks in the marks ALTEC, ALTEC LANSING, LANSING, VOICE OF THE HIGHWAY, and
VOICE OF THE THEATRE, and numerous designs used in connection with each of the
foregoing (hereinafter, such registered and unregistered trademarks being
referred to as the "Marks").
B. The parties wish to provide a period of time during which Telex may
continue its use of the Marks, under license from ALTI, provided that the use of
the Marks and the good will associated therewith shall inure to the benefit of
ALTI.
AGREEMENTS:
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows
(the "Agreement"):
ARTICLE I
LICENSE
1.1 Licensed Marks, License Grant.
1.1.1 As used herein, the term Licensed Marks means all of the
Marks as defined above.
1.1.2 ALTI grants to Telex the exclusive, royalty-free,
non-terminable, non-sublicensable, one-year right to license to utilize the
Licensed Marks within the United States upon and in connection with the sales
and marketing of those audio products sold by Telex under
-1-
37
the Licensed Marks prior to Telex's assignment of the Licensed Marks to ALTI.
Upon information and belief, the products listed on Exhibit 1.1 are the products
that were sold by Telex in and outside of the United States under the Licensed
Marks prior to Telex's assignment of the Licensed Marks to ALTI. All use of the
Marks by Telex shall inure to the benefit of ALTI.
1.1.3 ALTI grants to Telex the personal, exclusive,
royalty-free, non-assignable, non-sublicensable, two-year right and license to
utilize the Licensed Marks outside the United States upon and in connection with
the sales and marketing of those audio products sold by Telex under the Licensed
Marks prior to Telex's assignment of the Licensed Marks to ALTI. Upon
information and belief, the products listed on Exhibit 1.1 are the products that
were sold by Telex in and outside the United States under the Licensed Marks
prior to Telex's assignment of the Licensed Marks to ALTI. All use of the Marks
by Telex shall inure to the benefit of ALTI.
1.2 Acknowledgment. Telex acknowledges that, as between Telex and ALTI,
the Licensed Marks and all rights therein and goodwill pertaining thereto shall
belong exclusively to ALTI. Telex agrees to cooperate fully and in good faith
with ALTI for the purpose of preserving ALTI's rights in and to the Licensed
Marks, but at the sole expense of ALTI.
1.3 Reservation of Rights. No implied license is granted to Telex by
this Agreement, all rights in and to the Marks not expressly granted to Telex
herein are reserved to ALTI.
1.4 Other Use of the Marks. Telex agrees that it shall make no use of
the Marks, or any confusingly similar designation, except as expressly permitted
under paragraphs 1.1.2 and 1.1.3 above.
ARTICLE II
QUALITY AND APPROVAL
2.1 Quality. Telex hereby agrees that its use of the Licensed Marks
(including all promotional material and advertising) shall be of high standards
and the quality and appearance of each use of the Licensed Marks, and the goods
sold in connection with the Licensed Marks shall be consistent with Telex's past
quality standards, as shall be adequate to maintain the goodwill associated with
the Licensed Marks. All use of the Licensed Marks shall be in accordance with
all applicable laws and shall comply with commercially reasonable quality
standards as may be determined by ALTI from time to time. The parties agree that
Telex shall be in compliance with ALTI's standards so long as Telex maintains
the level of quality characterized by the services and goods currently offered
by Telex. Upon ALTI's reasonable request, Telex agrees to allow ALTI, at ALTI's
sole cost and expense, to inspect at Telex's facilities specimens of Telex's use
of the Xxxx sufficient for ALTI to determine Telex's compliance with the terms
of this Agreement.
2.2 Indemnification. Telex assumes all responsibility and liability
arising from its use of the Marks, and Telex hereby indemnifies and holds ALTI
harmless from and against all claims, suits, loss, costs, damages, expenses
(including reasonable attorneys' fees and legal expenses) incurred, claimed or
sustained, if such claim, suit, loss, cost, damage, or expense arises out of:
(i) any alleged defect in any product manufactured, promoted, or sold by Telex
(or any
-2-
38
affiliate or subsidiary thereof) in connection with any Xxxx; (ii) the use of
any such product by Telex or any third party; or (iii) the manufacture,
promotion, marketing, labeling, sale or advertising of any such product by Telex
(or any affiliate or subsidiary thereof). The foregoing indemnity shall survive
the termination of this Agreement.
ARTICLE III
TERM AND BREACH
3.1 Term. This Agreement shall extend for a period of two years from
the Effective Date.
3.2 Breach. Neither party shall have the right to terminate this
Agreement for any breach. If either party breaches or otherwise fails to perform
in any material respect any of its obligations under the terms of this Agreement
and such breach or failure continues for five days following receipt of written
notice from the other party specifying the nature of such breach or failure,
then the other party may, but need not, institute an action for specific
performance of obligations under this Agreement. Such an action for breach shall
be the sole remedy of the non-breaching party.
3.3 Consent to injunction and enforcement costs. Since the only remedy
for breach of this Agreement is specific performance, the parties each
acknowledge and agree that there would be no adequate remedy at law for its
breach of this Agreement. Thus, each party consents to the issuance of an order
of specific performance in the form of temporary and/or preliminary relief
pending a final judgment in this matter in connection with any action brought to
enforce the terms of this Agreement. The prevailing party shall have the right
to recover from the breaching party the reasonable costs of enforcement of this
Agreement, including, without limitation, court costs, actual and reasonable
out-of-pocket costs and expenses, reasonable attorney and expert witness fees.
ARTICLE IV
GENERAL
4.1 Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be deemed to have been given, when
received, if personally delivered, faxed during business hours (or if faxed
after the close of business, receipt shall be deemed to occur on the next
business day) or delivered by nationally recognized overnight courier service,
and three (3) business days after deposit or when actually received, whichever
occurs first, if placed in the U.S. mail for delivery by registered or certified
mail, return receipt requested, postage prepaid addressed as follows:
(a) To Telex at:
Telex Communications, Inc.
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Attention: President
-3-
39
and Attention: General Counsel
With a copy to:
Xxx X. Xxxx
Xxxxxxxxxx & Xxxxx, P.A.
1100 International Centre
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
(b) To ALTI at:
Altec Lansing Technologies, Inc.
Xxxxx 0 xxx 000
Xxxxxxx, XX 00000
Attention: President
With a copy to:
Xxxx X. Xxxxx
Xxxxxx & Xxxxx LLP
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Addresses may be changed by written notice given pursuant to this Section.
4.2 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties to this Agreement and their successors and
assigns.
4.3 Headings. The descriptive headings of the several articles and
sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.
4.4 Entire Agreement Modification and Waiver. This Agreement, together
with the Exhibits and the related written agreements specifically referred to
herein, represents the only agreement among the parties concerning the subject
matter hereof and supersedes all prior agreements, whether written or oral,
relating thereto. No purported amendment, modification or waiver of any
provision hereof shall be binding unless set forth in a written document signed
by all parties (in the case of amendments or modifications) or by the party to
be charged thereby (in the case of waivers). Any waiver shall be limited to the
provision thereof and the circumstance or events specifically made subject
thereto and shall not be deemed a waiver of any other term hereof or of the same
circumstance or event of any recurrence thereof. No consent or waiver, expressed
or implied, by either party to or of any breach or default by the other party in
the performance by the other party of its obligations under this Agreement shall
be deemed or construed to be a consent or waiver to or of any other breach or
default in the performance by that party of the same or any other obligations of
that party. Failure on the part of either party to
-4-
40
complain of any act or failure to act on the part of the other party or to
declare the other party in default, irrespective of how long the failure
continues, shall not constitute a waiver by that party of its rights under this
Agreement.
4.5 Severability. If any provision of this Agreement or its application
to any person or circumstance shall be invalid or unenforceable to any extent,
the remainder of this Agreement and the application of the provisions to other
persons or circumstances shall not be affected thereby, and this Agreement shall
be enforced to the greatest extent permitted by law.
4.6 Governing Law. This Agreement and the legal relations between the
parties shall be governed by and construed in accordance with the laws of the
State of Minnesota.
4.7 Waiver. No consent or waiver, expressed or implied, by either party
to or of any breach or default by the other party in the performance by the
other party of its obligations under this Agreement shall be deemed or construed
to be a consent or waiver to or of any other breach or default in the
performance by that party of the same or any other obligations of that party.
Failure on the part of either party to complain of any act or failure to act on
the part of the other party or to declare the other party in default,
irrespective of how long the failure continues, shall not constitute a waiver by
that party of its rights under this Agreement.
4.8 Disclaimer of Agency. This Agreement shall not constitute either
party as a legal representative or agent of the other party, nor shall a party
have the right or authority to assume, create or incur any liability or any
obligation of any kind, expressed or implied, against or in the name or on
behalf of the other party, unless otherwise expressly permitted by such party.
IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of, and is effective as of, the date first set forth above.
TELEX COMMUNICATIONS, INC.
By:
-----------------------------------------------
Name:
--------------------------------------------
Title:
--------------------------------------------
ALTEC LANSING TECHNOLOGIES, INC.
By:
-----------------------------------------------
Name:
--------------------------------------------
Title:
--------------------------------------------
-5-
41
SCHEDULE 1.1
LICENSED MARKS
------------------------------------------ ------------------------------ ---------------------------- ---------------
Xxxx Registration Number Country Issue Date
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 1380268 Argentina 4/30/90
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC A200324 Australia 2/17/66
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 00000 Xxxxxxx 9/29/66
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 00000 Xxxxxx 2/10/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 88484 Hong Kong 11/21/79
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 000000 Xxxxxx 7/13/66
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 000000 Xxxxxx 7/10/70
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 000000 Xxxxxxxxxxx 2/10/87
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 000000 Xxxxxx 4/20/97
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 890602 United Kingdom 7/16/67
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 860,432 United States 11/19/68
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC 534,754 United States 12/12/50
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING A348153 Australia 7/7/80
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 335509 Benelux 6/17/75
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 0000000 Xxxxxx 12/10/89
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxxx 9/17/76
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxx 5/28/81
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxx 1/17/90
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 0000000000 (App. No.) China
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 6041979 Denmark 2/23/79
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 00000 Xxxxxxx 9/21/81
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 0000000 Xxxxxx 4/25/95
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxxxx 7/22/76
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 25501982 Hong Kong 7/6/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxxxxxx 6/29/99
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 00000 Xxxxxxx 7/26/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 00000 Xxxxxx 7/6/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxx 12/12/94
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 0000000 Xxxxx 10/31/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
XXXXX XXXXXXX X00000 Xxxxxxxx 9/26/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxxx 9/8/76
------------------------------------------ ------------------------------ ---------------------------- ---------------
XXXXX XXXXXXX 000000 Xxx Xxxxxxx 7/26/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 104142 Norway 1/24/80
------------------------------------------ ------------------------------ ---------------------------- ---------------
XXXXX XXXXXXX 000000 (Xxx. Xx.) Xxxxxxxx
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 00000 Xxxx 3/30/95
------------------------------------------ ------------------------------ ---------------------------- ---------------
XXXXX XXXXXXX 00000 Xxxxxxxxx 4/12/75
------------------------------------------ ------------------------------ ---------------------------- ---------------
XXXXX XXXXXXX 000000 Xxxxx Xxxxxx 7/31/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
XXXXX XXXXXXX 00000 Xxxxx Xxxxx 6/27/78
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxx 5/24/77
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 00000 Xxxxxx 1/1/77
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 1040220 United Kingdom 12/9/76
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 2,113,891 United States 11/18/97
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 000000 Xxxxxxx 11/25/98
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING 83520F Venezuela 12/8/76
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING & DESIGN 00000 Xxxxxxxxxxx 6/30/89
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING & DESIGN TM66711 Thailand 12/25/97
------------------------------------------ ------------------------------ ---------------------------- ---------------
ALTEC LANSING & DESIGN 1,041,673 United States 6/22/76
------------------------------------------ ------------------------------ ---------------------------- ---------------
42
------------------------------------------ ------------------------------ ---------------------------- ---------------
Xxxx Registration Number Country Issue Date
------------------------------------------ ------------------------------ ---------------------------- ---------------
LANSING 2,106,856 United States 10/21/97
------------------------------------------ ------------------------------ ---------------------------- ---------------
VOICE OF THE HIGHWAY 1,172,997 United States 10/13/81
------------------------------------------ ------------------------------ ---------------------------- ---------------
VOICE OF THE THEATRE 000000 Xxxxx 5/31/72
------------------------------------------ ------------------------------ ---------------------------- ---------------
43
SCHEDULE 1.1
LICENSED GOODS
44
Exhibit 9.2
TRADEMARK ASSIGNMENT
WHEREAS, Telex Communications, Inc., a Delaware corporation having
offices in Minneapolis, Minnesota (hereinafter "Assignor"), is the owner of
certain trademarks and trademark registrations in connection with the Altec
Lansing brand including the trademark registrations listed on the attached
Exhibit A (hereinafter the "Registered Marks"), and common law trademarks in the
marks ALTEC, ALTEC LANSING, LANSING, VOICE OF THE HIGHWAY, and VOICE OF THE
THEATRE, and numerous designs used in connection with each of the foregoing
(hereinafter, such registered and unregistered trademarks being referred to as
the "Marks"); and
WHEREAS, Altec Lansing Technologies, Inc., a Pennsylvania corporation
having offices at Xxxxx 0 xxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000, (hereinafter
"Assignee") with desires of acquiring the Marks and any registrations thereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Assignor hereby assigns to Assignee
all right, title and interest in and to the Marks, together with the goodwill
associated therewith and the registrations thereof, as set forth on Exhibit A
hereto.
This Assignment includes all rights in the nature of trademark, service
xxxx, and trade name rights, as well as the right to xxx for past infringement
by any third party.
TELEX COMMUNICATIONS, INC.
By:
-----------------------------------------------
Name:
--------------------------------------------
Title:
--------------------------------------------
State of )
County of )
On this day of , 2000, before me appeared , of , the
person who signed this instrument, who acknowledged that (s)he signed it as a
free act on behalf of said company with authority to do so.
-------------------------------------------------
Notary Public
45
EXHIBIT A
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
Xxxx Registration Number Country Issue Date Description of Goods
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 1380268 Argentina 4/30/90 Sound recording, producing and reproducing, apparatus,
equipment.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC A200324 Australia 2/17/66 Sound recording, producing and reproducing, apparatus,
equipment and components, loudspeakers, microphones,
amplifiers, transmitter.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 00000 Xxxxxxx 9/29/66 Sound recording, sound producing, sound reproducing
apparatus, equipment and components therefor, including
loudspeakers, microphones, amplifiers, transmitters,
receivers, tuners and parts for these goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 00000 Xxxxxx 2/10/78 Appliances for the recording, production and reproduction
of the sound, their accessories and parts including
loudspeakers, microphones, amplifiers, transmitters,
receivers, tone-adjusters, transformers, parts and sorts
of them.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 88484 Hong Kong 11/21/79 Speakers, speaker systems, monitor speaker systems,
amplifier, power supplies, microphone mixers, microphone
tone generators, equalizers, filters, all being
accessorieSs for the aforesaid goods included in class 9.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 000000 Xxxxxx 7/13/66 Electric apparatus, machinery and accessories including
microphones.
Vacuum tubes or thermionic or audio tubes.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 000000 Xxxxxx 7/10/70 Sound recording, sound producing, sound reproducing
apparatus, equipment and components thereof, including
loudspeakers, microphones, amplifiers, transmitters,
receivers, tuners, transformers and parts for these goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 000000 Xxxxxxxxxxx 2/10/87 Sound recording, sound production, sound reproducing
apparatus, equipment and components thereof, including
loudspeakers, microphones, amplifiers, transmitters,
receivers, tuners, transformers and parts for these goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 000000 Xxxxxx 4/20/97 Electrical and electronic apparatus, particularly sound
recording, sound producing, sound reproducing apparatus,
equipment and components thereof, including loudspeakers,
microphones, amplifiers, transmitters, receivers, tuners,
transformers and parts for these goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 890602 United Kingdom 7/16/67 Sound recording and sound reproducing apparatus and
instruments; apparatus included in class 9 for producing
sound and parts and fittings included in class 9 for the
aforesaid goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 860,432 United States 11/19/68 Electronic equipment - namely, attenuators, switches,
networks, equalizers, filters, transformers, amplifiers,
audio controls, microphones, microphone bases and
microphone extensions.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 534,754 United States 12/12/50 Microphones and equipment therefor - namely, microphone
bases, microphone extensions and vacuum tubes.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC A348153 Australia 7/7/80 Loudspeakers, speaker systems including speaker cabinets
LANSING and enclosures and components therefor being in class 9.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 335509 Benelux 6/17/75 Sound recording, sound producing and reproducing,
LANSING apparatus equipment and components, loudspeakers,
microphones, amplifiers.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
1
46
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
Xxxx Registration Number Country Issue Date Description of Goods
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 0000000 Xxxxxx 12/10/89 Sound production and sound reproduction apparatus and
LANSING equipment and parts and extras thereof, loud speakers and
microphones.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 000000 Xxxxxx 9/17/76 Sound recording, sound producing and sound reproducing
LANSING apparatus, equipment and components thereof, namely
loudspeakers, microphones, amplifiers, receivers, tuners
and parts for these goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 000000 Xxxxx 5/28/81 Sound recording, sound producing, sound reproducing
LANSING apparatus, equipment and components therefor including
loudspeakers, microphones, amplifiers, transmitters,
receivers, tuners, transformers and parts for these goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 000000 Xxxxx 1/17/90 Sound recording, sound producing, sound reproducing
LANSING apparatus, equipment and components therefor including
loudspeakers, microphones, amplifiers, transmitters,
receivers, tuners, transformers and parts for these goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 0000000000 China PENDING Sound recording, sound producing, sound reproducing
LANSING (Application No.) apparatus, equipment and components therefor including
microphones, mixing consoles, signal processors, power
amplifiers, loudspeakers, loudspeaker systems, and
component parts and accessories, namely, transformers,
signal processing modules, cables, and connectors for such
products.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 6041979 Denmark 2/23/79 Sound recording, sound producing and sound reproducing
LANSING apparatus, equipment (not included in other classes) and
parts thereof, including loudspeakers, microphones,
amplifiers, transmitters, receivers and tuners,
transformers and parts of these goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 00000 Xxxxxxx 9/21/81 Sound recording, sound producing, sound reproducing
LANSING apparatus, equipment and components therefor, including
loudspeakers, microphones, amplifiers, transmitters,
receivers, tuners, transformers and parts for these goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 0000000 Xxxxxx 4/25/95 Loudspeakers, sound reproducing systems, microphones, etc.
LANSING
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 000000 Xxxxxxx 7/22/76 Production, manufacture and distribution of sound
LANSING recording-high fidelity equipment and sound response
equipment - including installation of the equipment and
their components. Sound reception, sound recording and
sound response equipment and installation of namely:
loudspeakers, microphones, amplifiers, transmitters,
receivers, equalizers, and components of all foregoing
articles.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 25501982 Hong Kong 7/6/78 Speakers, speaker system, monitor speaker system,
LANSING amplifiers, power supplies and accessories therefor (e.g.
microphone, mixe microphones tone generators, equalizers,
filters)
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 000000 Xxxxxxxxx 6/29/99 Sound producing and reproducing apparatus and equipment and
LANSING parts and accessories therefor, including loudspeakers and
microphones.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 00000 Xxxxxxx 7/26/78 Sound recording, sound producing, sound reproducing
LANSING apparatus, equipment and components therefor including
loudspeakers, microphones, amplifiers, transmitters,
receivers, tuners, transformers and parts for these goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 00000 Xxxxxx 7/6/78 Sound recording and producing apparatus, loudspeakers,
LANSING microphones, amplifiers, transmitters, receivers and parts,
etc.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
2
47
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
Xxxx Registration Number Country Issue Date Description of Goods
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 000000 Xxxxx 12/12/94 Scientific, nautical, surveying and electrical apparatus
LANSING and instruments (including wireless), photographic,
cinematographic, optical, weighing, measuring, signaling,
checking (supervision), life-saving and teaching apparatus
and instruments, coin or counter-freed apparatus, talking
machines, cash registers, calculating machines,
fire-extinguishing apparatus.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 0000000 Xxxxx 10/31/78 Sound recording, sound producing, sound reproducing
LANSING apparatus, electrical communication machines and
instruments, their parts and accessories, and all other
goods belonging to this class.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC M79979 Malaysia 9/26/78 Sound recording, sound producing and sound reproducing
LANSING apparatus; loudspeakers, microphones, sound amplifiers,
transmitters, receivers, electric tuning devices; and parts
and fittings included in Class 9 for all the aforesaid
goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 000000 Xxxxxx 9/8/76 Beaters, elevators, spark plugs, brushers, cutters,
LANSING dynamos, magnetic clutches, carbon scobeys, electricity
generators, tools, air injectors, sewing machines, and
their parts, mixers, coffee xxxxx, motors, (except those
highway vehicles), meat prickers, clothing dryers, sawing
machines, saws, goal drillers, drillers, winches,
conveyors, crushers, electrohydraulic presses and steam
machines. Electrical shaving machines and electrical
machines for cutting hair only. Electrical apparatus and
their parts, electromechanical and electrothermicals not
belonging to other classes. Air conditioning apparatus,
electrical lighting devices, electrical screens, electrical
roasters, electrical distribution cabins, electrical coffee
pots, electrical lamps, electrical dryers. Electrical
alarms, speakers, claxons, directionals and brakes only.
Electrical typewriter machines, reproducing electrical
apparatus, electrical sharpeners, xerography apparatus
only. Isolating tapes, isolating fabrics for electrical
works. Xxxx glasses only.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 124571 New Zealand 7/26/78 Sound recording, sound producing, sound reproducing
LANSING apparatus, equipment and components therefore, including
loudspeakers, microphones and amplifiers, transmitters,
receivers, tuners, transformers and parts for these goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 104142 Norway 1/24/80 Sound recording, sound producing, sound reproducing
LANSING apparatus, equipment and components therefor, including
loudspeakers, microphones, amplifiers, transmitters,
receivers, tuners, transformers and parts for these goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 000000 Xxxxxxxx PENDING Sound recording, producing and reproducing apparatus
LANSING (Application No.) equipment including loudspeakers, receivers, tuners.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
XXXXX 00000 Xxxx 3/30/95 Sound recording, sound producing sound reproducing
LANSING apparatus, equipment and components therefor including
loudspeakers, microphones, amplifiers, transmitters,
receivers, tuners, transformers and parts therefor.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
XXXXX 00000 Xxxxxxxxx 4/12/75 Sound production and reproduction and reproduction
LANSING apparatus and equipment and parts and accessories,
loudspeakers and microphones.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
3
48
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
Xxxx Registration Number Country Issue Date Description of Goods
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
XXXXX 000000 Xxxxx Xxxxxx 7/31/78 Sound and image recording, producing and reproducing
LANSING apparatus, equipment and components therefor, including
loudspeakers, microphones, amplifiers, transmitters,
receivers, tuners, transformers and parts for these goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 00000 Xxxxx Xxxxx 6/27/78 Sound amplifying apparatus, amplifier, converter and
LANSING microphone.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 000000 Xxxxx 5/24/77 Sound recording, producing and reproducing apparatus,
LANSING equipment and components including loudspeakers,
microphones, amplifiers.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
XXXXX 00000 Xxxxxx 1/1/77 Television sets, phonographs, radio receivers, recorders,
LANSING stereo, microphones, speakers, amplifiers, mixers,
equalizers, signal processors.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 1040220 United Kingdom 12/9/76 Sound recording, sound producing and reproducing, apparatus
LANSING equipment and components, loudspeakers, microphones,
amplifiers.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 2,113,891 United States 11/18/97 Microphones, mixing consoles, signal processors, power
LANSING amplifiers, loudspeakers, loudspeaker systems, and
component parts and accessories, namely, transformers,
signal processing modules, cables, and connectors for such
products and instruction manuals associated with such
products and sold as a unit therewith.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 000000 Xxxxxxx 11/25/98 Sound recording, producing, and reproducing apparatus,
LANSING equipment.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 83520F Venezuela 12/8/76 Sound recording, producing and reproducing apparatus,
LANSING equipment and components thereof, including loudspeakers,
microphones.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 00000 Xxxxxxxxxxx 6/30/89 Acoustic horns, loudspeakers, amplifiers,
LANSING mixer/preamplifiers, microphone mixers; acoustic feedback
& DESIGN suppressors and equalizers.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC TM66711 Thailand 12/25/97 Loudspeakers for home and automotive uses and computer
LANSING speakers.
& DESIGN
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
ALTEC 1,041,673 United States 6/22/76 Electrically operated sound amplification and reproducing
LANSING systems and the components thereof.
& DESIGN
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
LANSING 2,106,856 United States 10/21/97 Loudspeakers, loudspeaker systems, dividing networks, audio
transformers, amplifiers, preamplifiers, and power
supplies, and instruction manuals sold as a unit with such
goods.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
THE VOICE 421,777 United States 06/18/46 Apparatus and parts thereof for the synchronous production
OF THE and reproduction of talking motion pictures, public address
THEATRE and other sound, music or voice reinforcement.
AND
DESIGN
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
VOICE OF 1,172,997 United States 10/13/81 Loudspeaker systems - namely, loudspeakers, enclosures for
THE loudspeakers, crossover networks, dividing networks,
HIGHWAY loudspeaker drivers, and loudspeaker phasing plugs combined
together in various combinations to reproduce sound.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
VOICE OF 000000 Xxxxx 5/31/72 Apparatus and parts thereof for the synchronous production
THE and reproduction of talking motion pictures, public address
THEATRE and other sound, music or voice reinforcement, and all
other goods belonging to this class.
----------------- ----------------------- ---------------- ------------- -----------------------------------------------------------
4
