BUYER PARENT GUARANTYBuyer Parent Guaranty • October 27th, 2008 • Hauppauge Digital Inc • Computer peripheral equipment, nec • New York
This BUYER PARENT GUARANTY (the “Guaranty”) is made and entered into as of October 25, 2008, by HAUPPAUGE DIGITAL, INC., a Delaware corporation (the “Guarantor”), to and for the benefit of AVID TECHNOLOGY, INC., a Delaware corporation (the “Parent”), PINNACLE SYSTEMS, INC., a California corporation and a wholly owned subsidiary of the Parent (“Pinnacle”), AVID TECHNOLOGY GMBH, a limited liability company organized under the laws of Germany, AVID DEVELOPMENT GMBH, a limited liability company organized under the laws of Germany, AVID TECHNOLOGY INTERNATIONAL BV who are parties to that certain Asset Purchase Agreement and the Ancillary Agreements (collectively, the “Sellers”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Asset Purchase Agreement referred to in the first recital below.
ASSET PURCHASE AGREEMENT BY AND AMONG AVID TECHNOLOGY, INC., PINNACLE SYSTEMS, INC., AVID TECHNOLOGY GMBH, AVID DEVELOPMENT GMBH, AVID TECHNOLOGY INTERNATIONAL BV, AND PCTV CORP. Dated October 25, 2008Asset Purchase Agreement • October 27th, 2008 • Hauppauge Digital Inc • Computer peripheral equipment, nec • New York
This Assumption Agreement dated as of ________________, 200_, is made by __________, a ___________ corporation ( the “Buyer”), in favor of _____________________ [Insert name of each Seller] (which are each individually referred to herein as an “Seller” and are collectively referred to herein as “Sellers”). All capitalized terms used in this Assumption Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase and Sale Agreement dated as of ____________, 200_ among, inter alia, ___________ [Parent], a __________ corporation, the Buyer and the Sellers (the “Agreement”).
