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$42	Preview Full Doc	2003	Purchase and Sale Agreement Purchase and Sale Agreement (130K) Doc #131450: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT 4 Stanley Tucker Drive, Newburyport, Massachusetts This Purchase and Sale Agreement (this "Agreement") is made as of the Effective Date (defined below), by and between BERKSHIRE-NEWBURYPORT LIMITED PARTNERSHIP, a Massachusetts limited partnership ("Seller") and VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC., a Delaware corporation ("Buyer"). R E C I T A L S Seller is the owner of the Property (as defined below) and Seller desires to sell, and Buyer desires to purchase the Property upon and subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows: ARTICLE 1: SCHEDULE; DEFINITIONS; PURCHASE PRICE 1.1 Schedule. The following basic terms are made a part of this Agreement: Purchase Price: $9,052,182.75, which is comprised of (i) immediately available funds to be wire transferred to Seller at Closing in the amount of $3,400,000.00, (ii) assumption of the Assumed Debt (defined below) in the amount of $5,152,182.75 (assuming a Closing Date of January 1, 2003) and (iii) forfeiture of the $500,000.00 prepayment of rent made by Buyer, as tenant, under Section 19 of the Lease ("Rent Prepayment"), plus or minus prorations and other adjustments as provided herein, including without limitation adjustments on account of the Assumed Debt. In the event the Closing Date occurs after January 1, 2003, the Purchase Price shall be reduced to reflect the reduction in the amount of the Assumed Debt, as set forth in Section 5.1(g) below. Earnest Money: $50,000.00, plus interest thereon. Effective Date: The latest date of execution of this Agreement by Seller and Buyer, as indicated on the signature page. {PAGE} Escrow Agent: First American Title Insurance Company. Due Diligence Period: The period from the Effective Date through the 5:00 p.m. (Boston time) on the date that is forty (40) days after the Effective Date. Closing Date: As designated by Buyer upon not less than five (5) days' prior notice to Seller, but not later than ten (10) days after the later of (i) the expiration of the Due Diligence Period, and (ii) receipt of the written consent of the Lender (defined below) to the conveyance of the Property, subject to the Assumed Debt and the assumption of the Assumed Debt by Buyer. Notwithstanding the foregoing, Buyer shall have the right to extend the Closing Date as set forth in Section 2.9(c) below. In no event shall the Closing Date occur prior to January 3, 2003. Broker: The Chiofaro Company, LLC Notice Addresses: See Appendix 9.11 attached hereto. 1.2 Definitions. Certain terms, capitalized but not defined in the body of this Agreement or otherwise designated in Section 1.1 hereof, shall have the meanings ascribed to them on Appendix 2.2 attached hereto or as set forth below: "Accepted Service Contracts" shall have the meaning set forth in Section 2.5. "Affiliate" shall mean: (a) an entity that directly or indirectly controls, is controlled by or is under common control with the party in question; or (b) an entity at least a majority of whose economic interest is owned by the party in question; and the term "control" means the power to direct the management of such entity through voting rights, ownership or contractual obligations. "Endorsements" shall mean, to the extent such endorsements are available under the laws of the state in which the Property is located, (i) extended coverage, (ii) owner's comprehensive, (ii) access, (iv) creditors' rights, (v) survey (accuracy of survey), (vi) location (survey legal matches title legal), (vii) separate tax lot, (viii) plat act/subdivision or legal lot, (ix) zoning 3.1 (with parking and loading docks), (x) contiguity (if applicable), (xi) restrictions (if applicable), (xii) utility facility endorsement, and (xiii) such other endorsements as Buyer may require during the Due Diligence Period based upon its review of the Title Commitment and Survey. 131450	Genus Genus, Inc. ( Capital Goods ) As referenced in this Purchase and Sale Agreement: Genus, Inc – open or proposed, adjoining the Land. "Lease" shall mean that certain Lease dated as of October 30, 1995 between Seller, as landlord, and Genus, Inc ., as tenant ("Original Tenant"), as amended by a First Amendment to Lease dated as of November 8, 1995 between Seller and Original _____________ Genus, Inc – party 6. Subordination, Non-Disturbance and Attornment Agreement dated as of October 31, 1996 by and among CS First Boston Mortgage Capital Corp., Genus, Inc . and Berkshire-Newburyport Limited Partnership 7. Consent dated July 29, 1998, executed by The Chase Manhattan Bank, consenting to the assignment of _____________ Genus, Inc – the amount of $2,800,000.00 11. Pledge and Custodial Agreement dated as of October 31, 1996 among Berkshire-Newburyport Limited Partnership, Genus, Inc ., CS First Boston Mortgage Capital Corp., and Fleet Bank, N.A. 12. Assignment and Assumption of Pledge and Custodial Agreement dated July _____________ Genus, Inc – Boston Mortgage Capital Corp., and Fleet Bank, N.A. 12. Assignment and Assumption of Pledge and Custodial Agreement dated July 29, 1998 between Genus, Inc ., Varian Associates, Inc., Berkshire-Newburyport Limited Partnership, The Chase Manhattan Bank, as Trustee for Credit Suisse First Boston Mortgage Securities Corp. {PAGE} _____________ Genus, Inc – 31, 1996, by Berkshire-Newburyport Limited Partnership to CS First Boston Mortgage Capital Corp. 14. Estoppel Certificate dated October 31, 1996 executed by Genus, Inc . in favor of CS First Boston Mortgage Capital Corp. 15. Estoppel Certificate dated July 29, 1998, executed by Genus, Inc. in favor _____________ dt 224930 ; Varian Medical Varian Medical Systems, Inc. ( Medical Equipment & Supplies ) As referenced in this Purchase and Sale Agreement: Varian Medical Systems, Inc – October 30, 1996 between Seller and Original Tenant, and assigned pursuant to that certain Agreement Regarding Assignment and Transfer of Letter of Credit dated as of April 12, 1999, between Varian Medical Systems, Inc ., Varian Semiconductor Equipment Associates, Inc. and Seller. "Permitted Exceptions" shall mean, exceptions approved by Buyer pursuant to this Agreement, real estate taxes not yet due and payable and tenants _____________ Varian Medical Systems, Inc – October 30, 1996 between Seller and Original Tenant, and assigned pursuant to that certain Agreement Regarding Assignment and Transfer of Letter of Credit dated as of April 12, 1999, between Varian Medical Systems, Inc ., Varian Semiconductor Equipment Associates, Inc., and Seller, and Buyer hereby assumes all of Seller's obligations under the Lease first arising or accruing from and after Closing Date but _____________ Varian Medical Systems, Inc – October 30, 1996 between Landlord and Original Tenant, and assigned pursuant to that certain Agreement Regarding Assignment and Transfer of Letter of Credit dated as of April 12, 1999, between Varian Medical Systems, Inc , Varian Semiconductor Equipment Associates, Inc. and Landlord. Landlord holds a letter of credit in the amount of $1,850,000 pursuant to the foregoing Lease. -3- {PAGE} APPENDIX 6. _____________ dt 1462915 ; Varian Varian Semiconductor Equipment Associates Inc. ( Semiconductors ) As referenced in this Purchase and Sale Agreement: VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. – Massachusetts This Purchase and Sale Agreement (this "Agreement") is made as of the Effective Date (defined below), by and between BERKSHIRE-NEWBURYPORT LIMITED PARTNERSHIP, a Massachusetts limited partnership ("Seller") and VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. , a Delaware corporation ("Buyer"). R E C I T A L S Seller is the owner of the Property (as defined below) and Seller desires to sell, and Buyer _____________ Varian Semiconductor Equipment Associates, Inc. – Seller and Original Tenant, and assigned pursuant to that certain Agreement Regarding Assignment and Transfer of Letter of Credit dated as of April 12, 1999, between Varian Medical Systems, Inc., Varian Semiconductor Equipment Associates, Inc. and Seller. "Permitted Exceptions" shall mean, exceptions approved by Buyer pursuant to this Agreement, real estate taxes not yet due and payable and tenants in possession as tenants only - _____________ Varian Semiconductor Equipment Associates, Inc. – pending or, to Buyer's knowledge, threatened against Buyer which challenges or impairs Buyer's ability to execute or perform its obligations under this Agreement. (c) Tenant of the Property. Varian Semiconductor Equipment Associates, Inc. is the tenant of the Property under the Lease and is in possession of the entire Property pursuant to the Lease. Varian Semiconductor Equipment Associates, Inc. has not sublet _____________ Varian Semiconductor Equipment Associates, Inc. – Tenant of the Property. Varian Semiconductor Equipment Associates, Inc. is the tenant of the Property under the Lease and is in possession of the entire Property pursuant to the Lease. Varian Semiconductor Equipment Associates, Inc. has not sublet any portion of the Property. 6.3 Survival of Representations and Warranties. The representations and warranties set forth in this Article 6 are made as of _____________ VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. – day and year written below. SELLER: BERKSHIRE-NEWBURYPORT LIMITED PARTNERSHIP a Massachusetts limited partnership By: /s/ OSCAR H.PLOTKIN ------------------------------------- Name: Oscar H. Plotkin ----------------------------------- Title: President ---------------------------------- Dated: November 27, 2002 BUYER: VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. a Delaware corporation By: /s/ ROBERT J. HALLIDAY ------------------------------------- Name: Robert J. Halliday ----------------------------------- Title: Vice President and Chief ---------------------------------- Financial Officer ---------------------------------- Dated: November 27, 2002 -25- {PAGE} Exhibit A Legal Description _____________ dt 1466142 ;	Varian Varian Semiconductor Equipment Associates Inc. ( Semiconductors ) As referenced in this Purchase and Sale Agreement: VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. – Massachusetts This Purchase and Sale Agreement (this "Agreement") is made as of the Effective Date (defined below), by and between BERKSHIRE-NEWBURYPORT LIMITED PARTNERSHIP, a Massachusetts limited partnership ("Seller") and VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. , a Delaware corporation ("Buyer"). R E C I T A L S Seller is the owner of the Property (as defined below) and Seller desires to sell, and Buyer _____________ Varian Semiconductor Equipment Associates, Inc. – Seller and Original Tenant, and assigned pursuant to that certain Agreement Regarding Assignment and Transfer of Letter of Credit dated as of April 12, 1999, between Varian Medical Systems, Inc., Varian Semiconductor Equipment Associates, Inc. and Seller. "Permitted Exceptions" shall mean, exceptions approved by Buyer pursuant to this Agreement, real estate taxes not yet due and payable and tenants in possession as tenants only - _____________ Varian Semiconductor Equipment Associates, Inc. – pending or, to Buyer's knowledge, threatened against Buyer which challenges or impairs Buyer's ability to execute or perform its obligations under this Agreement. (c) Tenant of the Property. Varian Semiconductor Equipment Associates, Inc. is the tenant of the Property under the Lease and is in possession of the entire Property pursuant to the Lease. Varian Semiconductor Equipment Associates, Inc. has not sublet _____________ Varian Semiconductor Equipment Associates, Inc. – Tenant of the Property. Varian Semiconductor Equipment Associates, Inc. is the tenant of the Property under the Lease and is in possession of the entire Property pursuant to the Lease. Varian Semiconductor Equipment Associates, Inc. has not sublet any portion of the Property. 6.3 Survival of Representations and Warranties. The representations and warranties set forth in this Article 6 are made as of _____________ VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. – day and year written below. SELLER: BERKSHIRE-NEWBURYPORT LIMITED PARTNERSHIP a Massachusetts limited partnership By: /s/ OSCAR H.PLOTKIN ------------------------------------- Name: Oscar H. Plotkin ----------------------------------- Title: President ---------------------------------- Dated: November 27, 2002 BUYER: VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. a Delaware corporation By: /s/ ROBERT J. HALLIDAY ------------------------------------- Name: Robert J. Halliday ----------------------------------- Title: Vice President and Chief ---------------------------------- Financial Officer ---------------------------------- Dated: November 27, 2002 -25- {PAGE} Exhibit A Legal Description _____________ dt 1466156 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Purchase and Sale Agreement: Chase Manhattan Bank, – among CS First Boston Mortgage Capital Corp., Genus, Inc. and Berkshire-Newburyport Limited Partnership 7. Consent dated July 29, 1998, executed by The Chase Manhattan Bank, consenting to the assignment of the Lease to Varian Associates, Inc. 8. Assignment of Mortgage and Security Agreement dated as of June _____________ Chase Manhattan Bank, – Assignment of Mortgage and Security Agreement dated as of June 30, 1997 by CS First Boston Mortgage Capital Corp., in favor of The Chase Manhattan Bank, as Trustee 9. Assignment of Assignment of Leases and Rents dated as of June 30, 1997 by CS First Boston Mortgage Capital _____________ Chase Manhattan Bank, – of Assignment of Leases and Rents dated as of June 30, 1997 by CS First Boston Mortgage Capital Corp., in favor of The Chase Manhattan Bank, as Trustee 10. Irrevocable Standby Letter of Credit issued by First Union in favor of Chase Manhattan Bank, as beneficiary, for the _____________ Chase Manhattan Bank, – Corp., in favor of The Chase Manhattan Bank, as Trustee 10. Irrevocable Standby Letter of Credit issued by First Union in favor of Chase Manhattan Bank, as beneficiary, for the account of Varian Associates, Inc. in the amount of $2,800,000.00 11. Pledge and Custodial Agreement _____________ Chase Manhattan Bank, – Assignment and Assumption of Pledge and Custodial Agreement dated July 29, 1998 between Genus, Inc., Varian Associates, Inc., Berkshire-Newburyport Limited Partnership, The Chase Manhattan Bank, as Trustee for Credit Suisse First Boston Mortgage Securities Corp. {PAGE} 13. Collateral Assignment made as of October 31, 1996, by Berkshire- _____________ dt 101657 ; More...
$63	Preview Full Doc	2003	Stock Purchase and Sale Agreement Stock Purchase and Sale Agreement (209K) Doc #160581: Click preview link for longer preview. STOCK PURCHASE AND SALE AGREEMENT Stock Purchase and Sale Agreement, dated as of June 24, 2003, by and among NPTest Holding Corporation, a Delaware corporation (Parent), NPTest Acquisition Corporation, a Delaware corporation (Purchaser) and a wholly owned subsidiary of Parent, Schlumberger Technology Corporation, a Texas corporation (STC), Schlumberger Technologies, Inc., a Delaware corporation and a wholly owned subsidiary of STC (STI) and Schlumberger B.V., a corporation organized under the laws of The Netherlands (SBV and, together with STI, the Sellers). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article IX. WHEREAS, STI owns all of the issued and outstanding shares of common stock, par value $0.01 (the NPT Shares), of NPTest, Inc., a Delaware corporation (the US Company); WHEREAS, SBV owns all the issued and outstanding equity securities (the BVI Shares) of NPTest International Limited, a corporation organized under the laws of the British Virgin Islands (the BVI Company); WHEREAS, the board of directors of each of STI and Purchaser has approved, and deems it advisable and in the best interests of its respective stockholders for Purchaser to consummate the acquisition of the US Company, which acquisition is to be effected by the purchase of all the NPT Shares by Purchaser from STI upon the terms and subject to the conditions set forth herein; and WHEREAS, the board of directors or equivalent corporate governing body of each of SBV and Purchaser has approved, and deems it advisable and in the best interests of its respective shareholders for Purchaser to consummate, the acquisition of the BVI Company by Purchaser, which acquisition is to be effected by the purchase of all the issued and outstanding BVI Shares by Purchaser from SBV upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, intending to be legally bound hereby, the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE Section 1.1 Sale and Transfer. 1 (a) Subject to the terms and conditions of this Agreement, at the Closing, STI shall sell, convey, assign, transfer and deliver to Purchaser all of its rights, title and interest to the NPT Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws, and Purchaser shall purchase, acquire and accept the NPT Shares from STI (the NPT Sale). (b) Subject to the terms and conditions of this Agreement, at the Closing, SBV shall sell, convey, assign, transfer and deliver to Purchaser all of its rights, title and interests to all the BVI Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws, and Purchaser shall purchase, acquire and accept the BVI Shares from SBV (the BVI Sale). Section 1.2 The Purchase Price. Subject to the terms and conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery by Sellers to Purchaser of the NPT Shares and the BVI Shares, Purchaser shall pay to Sellers an amount of cash equal to $220,000,000 (the Initial Cash Consideration), subject to adjustment in accordance with Section 1.3 and Section 1.4 (the Purchase Price), to be allocated between the Sellers as provided in Section 1.5. Section 1.3 Purchase Price Adjustment. (a) No later than five business days prior to the Closing Date, Sellers shall prepare and deliver to Purchaser a balance sheet as of June 30, 2003 (the Initial Balance Sheet), using line items substantially consistent with those in the December 31, 2002 Balance Sheet included in the Financial Statements, together with a certificate based on such Initial Balance Sheet setting forth Parents calculation of Working Capital as of June 30, 2003, which shall be calculated in the manner set forth on Schedule 1.3 (the Initial Working Capital Schedule). (1) Purchaser shall promptly review the Initial Balance Sheet, and the parties agree to discuss in good faith any comments or questions Purchaser may have with respect to the Initial Balance Sheet. (2) If the amount of Cash set forth in the Initial Balance Sheet is less than $4,000,000, the Purchase Price payable by Purchaser at Closing shall be decreased by such shortfall (the Preliminary Adjustment Amount). (3) If the amount of Cash set forth in the Initial Balance Sheet is more than $4,000,000, the Purchase Price payable by Purchaser at Closing shall be increased by such excess (the Preliminary Adjustment Amount). (b) As promptly as practicable, but no later than 60 calendar days after the Closing Date, Sellers shall prepare and deliver to Purchaser a balance sheet as of June 30, 2003 (the Final Balance Sheet) and Income Statement (the Final 2 Income Statement), together with a certificate based on such Final Balance Sheet setting forth Sellers calculation of Working Capital as of June 30, 2003, which shall be calculated in the manner set forth on Schedule 1.3 (the Final Working Capital Schedule). The Final Balance Sheet shall be prepared in accordance with GAAP on a basis consistent with the Financial Statements, accompanied by a letter from PricewaterhouseCoopers LLP, which states that they have conducted a review of the Final Balance Sheet in accordance with applicable auditing standards of interim operations and includes negative assurance with respect thereto. (c) Purchaser may dispute any amounts reflected on the Final Balance Sheet and the Final Working Capital Schedule, but solely on the basis that (i) such documents were not prepared in accordance with GAAP or on a basis consistent with the Initial Balance Sheet or (ii) the mathematical computations or clerical entries are inaccurate; provided that Purchaser shall notify Sellers in writing, within 45 calendar days after Purchasers receipt of the Final Balance Sheet, of each disputed item (a Notice of Dispute), specifying the amount in dispute and setting forth in reasonable detail each disputed item and amount and the basis for such dispute. (d) In the event of such a dispute, the Sellers and Purchaser shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final and binding on the parties hereto. If Purchaser and the Sellers are unable to reach a resolution with such effect within 15 calendar days of the delivery of the Notice of Dispute, Purchaser and the Sellers shall submit the items remaining in dispute for resolution by an independent accounting firm of national reputation mutually appointed by Purchaser and the Sellers (the Independent Accounting Firm), which shall, within 30 calendar days after submission, determine and report to the parties upon such remaining disputed items and such report shall be final and binding on the parties hereto. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Purchaser on the one hand and the Sellers on the other hand, in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. If Purchaser does not deliver a Notice of Dispute to the Sellers within 45 calendar days of the date of delivery to Purchaser of the Final Balance Sheet, the Final Balance Sheet delivered to Purchaser shall be final and binding upon the parties hereto upon the expiration of such 45 calendar day period. (e) The following payments shall be made as adjustments to the Purchase Price (each, an Adjustment Payment), as applicable: (1) Sellers shall make a payment to Purchaser equal to the amount of the excess, if any, of $4,000,000 over the amount of Cash set forth in the Final Balance Sheet; provided that the amount payable pursuant to this clause (1) shall be less any Preliminary Seller Adjustment Amount already paid by Sellers or plus any Preliminary Purchaser Adjustment Amount previously paid by Purchaser. 160581	Applied Applied Materials, Inc. ( Semiconductors ) As referenced in this Stock Purchase and Sale Agreement: Applied Materials, Inc. – shall mean this Purchase and Sale Agreement, together with the Exhibits, Schedules and Appendices hereto and the Disclosure Schedule. Applied Matter shall mean any Proceeding, pending or threatened, to which Applied Materials, Inc. or any of its Affiliates is a party adverse to the Seller Parties and/or any of their Affiliates. Business shall mean the Semiconductor Solutions Group of Schlumberger that _____________ dt 1470688 ; Applied Applied Materials, Inc. ( Semiconductors ) As referenced in this Stock Purchase and Sale Agreement: Applied Materials, Inc. – shall mean this Purchase and Sale Agreement, together with the Exhibits, Schedules and Appendices hereto and the Disclosure Schedule. Applied Matter shall mean any Proceeding, pending or threatened, to which Applied Materials, Inc. or any of its Affiliates is a party adverse to the Seller Parties and/or any of their Affiliates. Business shall mean the Semiconductor Solutions Group of Schlumberger that _____________ dt 1321713 ; Citibank Citibank, NA As referenced in this Stock Purchase and Sale Agreement: Citibank, N.A. – Indemnification Agreement shall mean the Indemnification Agreement, dated June 23, 2003. 60 Interest Rate shall mean the rate of interest announced publicly by Citibank, N.A. , in New York, New York as its base rate. Knowledge of the Seller Parties shall mean the actual knowledge (and not constructive _____________ dt 146014 ;	Schlumberger Schlumberger Technology Corp. ( Miscellany ) As referenced in this Stock Purchase and Sale Agreement: SCHLUMBERGER TECHNOLOGY CORP – 3 dex101.htm STOCK PURCHASE AND SALE AGREEMENT DATED JUNE 24, 2003 EXHIBIT 10.1 STOCK PURCHASE AND SALE AGREEMENT by and among SCHLUMBERGER TECHNOLOGY CORP ORATION SCHLUMBERGER TECHNOLOGIES, INC. SCHLUMBERGER B.V. NPTEST HOLDING CORPORATION and NPTEST ACQUISITION CORPORATION dated as of June 24, 2003 Table of Contents _____________ Schlumberger Technology Corp – and among NPTest Holding Corporation, a Delaware corporation (Parent), NPTest Acquisition Corporation, a Delaware corporation (Purchaser) and a wholly owned subsidiary of Parent, Schlumberger Technology Corp oration, a Texas corporation (STC), Schlumberger Technologies, Inc., a Delaware corporation and a wholly owned subsidiary of STC (STI) and Schlumberger B.V., _____________ SCHLUMBERGER TECHNOLOGY CORP – Benjamin H. Ball Name: Benjamin H. Ball Title: Secretary NPTEST ACQUISITION CORPORATION By /s/ Benjamin H. Ball Name: Benjamin H. Ball Title: Secretary SCHLUMBERGER TECHNOLOGY CORP ORATION By /s/ Jorge Celaya Name: Jorge Celaya Title: Attorney-in-fact SCHLUMBERGER TECHNOLOGIES, INC. By /s/ Roland Ewubare Name: Roland Ewubare Title: _____________ dt 99932 ; Citibank Citibank, NA ( Financial ) As referenced in this Stock Purchase and Sale Agreement: Citibank, N.A. – Indemnification Agreement shall mean the Indemnification Agreement, dated June 23, 2003. 60 Interest Rate shall mean the rate of interest announced publicly by Citibank, N.A. , in New York, New York as its base rate. Knowledge of the Seller Parties shall mean the actual knowledge (and not constructive _____________ dt 146014 ; More...
$47	Full Doc	2005	Purchase and Sale Agreement Purchase and Sale Agreement (84K) Doc #1114052: This document is immediately available for purchase, but does not have a preview available for viewing. 1114052	TriQuint TriQuint Semiconductor Inc. ( Semiconductors ) ;	TriQuint TriQuint Semiconductor Inc. ( Semiconductors )
$63	Preview Full Doc	2002	Purchase and Sale Agreement Purchase and Sale Agreement (131K) Doc #1122215: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is dated as of July 17, 2002, and is by and between FUJITSU MICROELECTRONICS, INC., a California corporation (hereinafter called "SELLER"), having an address at 3545 North First Street, San Jose, California 95134-1804, and MICROCHIP TECHNOLOGY INCORPORATED, a Delaware corporation (hereinafter called "PURCHASER"), having an address at 2355 West Chandler Boulevard, Chandler, Arizona 85224-6199. W I T N E S S E T . . . 1122215	Microchip Microchip Technology Inc. ( Semiconductors ) ; Microchip Microchip Technology Inc. ( Semiconductors ) ;	Preston Gates Preston Gates & Ellis LLP ( Legal ) As referenced in this Purchase and Sale Agreement: Preston Gates – Seller within the time period set forth in the Escrow Agreement. (c) The Closing shall take place on the Closing Date through Escrow at the offices of Purchaser's counsel, Preston Gates & Ellis LLP, 222 SW Columbia Street, Portland, Oregon 97201. 8.02 PURCHASE PRICE ALLOCATION. After Closing, Purchaser shall submit to Seller a statement setting forth an allocation of _____________ Preston Gates – Walters, Esq. PURCHASER: Microchip Technology Incorporated 2355 West Chandler Boulevard Chandler, Arizona 85224 Telecopier: (480) 792-4112 Attn: Mary K. Simmons, Esq. Vice President, General Counsel with a copy to: Preston Gates & Ellis LLP 222 SW Columbia Street, Suite 1400 Portland, Oregon 97201 Telecopier: (503) 248-9085 Attn: Randall B. Bateman, Esq. 14.02 AMENDMENTS. This Agreement may not be _____________ dt 1704799
$42	Preview Full Doc	2000	Purchase and Sale Agreement Purchase and Sale Agreement (63K) Doc #1122287: Click preview link for longer preview. <DESCRIPTION>PURCHASE AND SALE AGREEMENT <TEXT> PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is dated as of May 23, 2000, and is by and between MATSUSHITA SEMICONDUCTOR CORPORATION OF AMERICA, a Delaware corporation (hereinafter called "Seller"), having an address at 1111 - 39th Avenue S.E., Puyallup, Washington 98374, and MICROCHIP TECHNOLOGY INCORPORATED, a Delaware corporation (hereinafter called " . . . 1122287	Microchip Microchip Technology Inc. ( Semiconductors ) ; Microchip Microchip Technology Inc. ( Semiconductors ) ;	Preston Gates Preston Gates & Ellis LLP ( Legal ) As referenced in this Purchase and Sale Agreement: Preston Gates – Bucklin PURCHASER: Microchip Technology Incorporated 2355 West Chandler Boulevard Chandler, Arizona 85224 Telecopier: (480) 917-4112 Attn: Robert J. Lloyd, VP Site Services & Facilities Management with a copy to: Preston Gates & Ellis LLP 701 Fifth Avenue Suite 5000 Seattle, Washington 98104 Telecopier: (206) 623-7022 Attn: Shannon J. Skinner 14.02 AMENDMENTS. This Agreement may not be amended or _____________ dt 1704800
$44	Preview Full Doc	2005	Purchase and Sale Agreement Purchase and Sale Agreement (33K) Doc #1124462: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT This 29 day of April, 2005 (the ?Effective Date?). 1. SELLER or Seller: John J. Flatley and Gregory D. Stoyle, Trustees of the 1993 Flatley Family Trust under Declaration of Trust dated September 27, 1993, and recorded with Essex South District Registry of Deeds in Book 12576, Page 107. ADDRESS: 50 Braintree Hill Office Park, Braintree MA Attn: Thomas J. Flatley, . . . 1124462	IXYS IXYS Corp. ( Semiconductors )
$42	Preview Full Doc	2002	Purchase and Sale Agreement Purchase and Sale Agreement (55K) Doc #1127045: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (ï¿½Agreementï¿½) is made by and between Tokyo Electron Oregon, LLC, an Oregon limited liability company (ï¿½Sellerï¿½) and FEI Company, an Oregon corporation, and/or assigns (ï¿½Purchaserï¿½) in Portland, Oregon this 29^th day of May, 2002 (ï¿½Effective Dateï¿½) (which is the date upon which both Seller and Purchaser have executed this Agreement and provided, by facsimile or otherwise, evidence of such execution to each other). The parties agree as follows: RECITALS A. Seller owns . . . 1127045	FEI FEI Co. ( Semiconductors ) ; Davis Wright Davis Wright Tremaine ( Legal ) As referenced in this Purchase and Sale Agreement: Davis Wright – notices are as follows: IF TO SELLER: Tokyo Electron Oregon, LLC c/o Zoltan Papp 2400 Grove Blvd. Austin, TX 78741 Facsimile No.: 512-424-1030 With a copy to: Davis Wright Tremaine LLP 1300 SW Fifth Avenue, Suite 2300 Portland, OR 97201 ATTN: Coni S. Rathbone Facsimile No.: 503-778-5299 IF TO PURCHASER: FEI Company, Inc. 7451 NW Evergreen _____________ dt 1335111 ;	Stoel Rives Stoel Rives ( Legal ) As referenced in this Purchase and Sale Agreement: Stoel Rives – 5299 IF TO PURCHASER: FEI Company, Inc. 7451 NW Evergreen Parkway Hillsboro, Oregon 97124-5830 Attention: Steven Loughlin or Brad Thies Facsimile No.: 503-640-7570 With a copy to: Stoel Rives LLP 900 SW Fifth Avenue, Suite 2600 Portland, OR 97204-1268 Attention: David W. Green Facsimile No.: 503-220-2480 12 10.4 Waiver. Failure of either party at any _____________ dt 1558867
$41	Preview Full Doc	2000	Purchase and Sale Agreement Purchase and Sale Agreement (75K) Doc #1135881: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT --------------------------- THIS AGREEMENT is made and entered into this 22nd day of March, 2000 (the "Effective Date") by and between ZiLOG, Inc., a Delaware corporation ("ZiLOG"); Dasaradha R. Gude, an individual ("Gude"); the shareholders listed on Exhibit "A" attached hereto under the heading "Remaining Shareholders" (collectively, the "Remaining Shareholders" and individually, a "Remaining Shareholder"); Virtual IP Group, Inc., . . . 1135881	ZiLOG ZiLOG, Inc. ( Semiconductors ) As referenced in this Purchase and Sale Agreement: ZiLOG, – gt; <PAGE> EXHIBIT 10.26 PURCHASE AND SALE AGREEMENT --------------------------- THIS AGREEMENT is made and entered into this 22nd day of March, 2000 (the "Effective Date") by and between ZiLOG, Inc., a Delaware corporation ("ZiLOG"); Dasaradha R. Gude, an individual ("Gude"); the shareholders listed on Exhibit "A" attached hereto under the heading "Remaining Shareholders" (collectively, the "Remaining Shareholders" and _____________ "ZiLOG" – 10.26 PURCHASE AND SALE AGREEMENT --------------------------- THIS AGREEMENT is made and entered into this 22nd day of March, 2000 (the "Effective Date") by and between ZiLOG, Inc., a Delaware corporation ("ZiLOG" ); Dasaradha R. Gude, an individual ("Gude"); the shareholders listed on Exhibit "A" attached hereto under the heading "Remaining Shareholders" (collectively, the "Remaining Shareholders" and individually, a "Remaining Shareholder"); Virtual _____________ ZiLOG – merge with Flextronics International, Ltd. ("Flextronics") whereby Flextronics will be the surviving corporation in such merger. F. Gude desires to sell certain amounts of stock he owns in Qualcore to ZiLOG in order to raise some of the funds necessary to acquire all of the shares in Qualcore owned by DII and/or Flextronics and some or all shares owned _____________ ZiLOG – of the shares in Qualcore owned by DII and/or Flextronics and some or all shares owned by certain other shareholders of Qualcore which, following the same, will result in ZiLOG owning twenty percent (20%) of Qualcore, taking into account both the issued and outstanding stock in Qualcore and the options anticipated to be granted to employees to acquire stock _____________ ZiLOG – be granted to employees to acquire stock in Qualcore, and Gude and some or all of the Remaining Shareholders owning all remaining issued and outstanding equity interests in Qualcore. G. ZiLOG desires to obtain an option to acquire all of the issued and outstanding shares of stock in Qualcore and all options to acquire stock in Qualcore which may be granted _____________ dt 1756867
$64	Preview Full Doc	2003	Purchase and Sale Agreement Purchase and Sale Agreement (130K) Doc #1151374: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT 4 Stanley Tucker Drive, Newburyport, Massachusetts This Purchase and Sale Agreement (this "Agreement") is made as of the Effective Date (defined below), by and between BERKSHIRE-NEWBURYPORT LIMITED PARTNERSHIP, a Massachusetts limited partnership ("Seller") and VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC., a Delaware corporation ("Buyer"). R E C I T A L S Seller is the owner of the Property (as defined below) and Seller desires to . . . 1151374	Genus Genus, Inc. ( Capital Goods ) As referenced in this Purchase and Sale Agreement: Genus, Inc – bed of any street, road or alley, open or proposed, adjoining the Land. "Lease" shall mean that certain Lease dated as of October 30, 1995 between Seller, as landlord, and Genus, Inc ., as tenant ("Original Tenant"), as amended by a First Amendment to Lease dated as of November 8, 1995 between Seller and Original Tenant, and a Second Amendment to Lease _____________ Genus, Inc – favor of CS First Boston, as secured party 6. Subordination, Non-Disturbance and Attornment Agreement dated as of October 31, 1996 by and among CS First Boston Mortgage Capital Corp., Genus, Inc . and Berkshire-Newburyport Limited Partnership 7. Consent dated July 29, 1998, executed by The Chase Manhattan Bank, consenting to the assignment of the Lease to Varian Associates, Inc. 8. _____________ Genus, Inc – the account of Varian Associates, Inc. in the amount of $2,800,000.00 11. Pledge and Custodial Agreement dated as of October 31, 1996 among Berkshire-Newburyport Limited Partnership, Genus, Inc ., CS First Boston Mortgage Capital Corp., and Fleet Bank, N.A. 12. Assignment and Assumption of Pledge and Custodial Agreement dated July 29, 1998 between Genus, Inc., Varian Associates, _____________ Genus, Inc – Newburyport Limited Partnership, Genus, Inc., CS First Boston Mortgage Capital Corp., and Fleet Bank, N.A. 12. Assignment and Assumption of Pledge and Custodial Agreement dated July 29, 1998 between Genus, Inc ., Varian Associates, Inc., Berkshire-Newburyport Limited Partnership, The Chase Manhattan Bank, as Trustee for Credit Suisse First Boston Mortgage Securities Corp. <PAGE> 13. Collateral Assignment made as _____________ Genus, Inc – 13. Collateral Assignment made as of October 31, 1996, by Berkshire-Newburyport Limited Partnership to CS First Boston Mortgage Capital Corp. 14. Estoppel Certificate dated October 31, 1996 executed by Genus, Inc . in favor of CS First Boston Mortgage Capital Corp. 15. Estoppel Certificate dated July 29, 1998, executed by Genus, Inc. in favor of The Chase Manhattan Bank, as Trustee - _____________ dt 1467628 ; Varian Medical Varian Medical Systems, Inc. ( Medical Equipment & Supplies ) As referenced in this Purchase and Sale Agreement: Varian Medical Systems, Inc – October 30, 1996 between Seller and Original Tenant, and assigned pursuant to that certain Agreement Regarding Assignment and Transfer of Letter of Credit dated as of April 12, 1999, between Varian Medical Systems, Inc ., Varian Semiconductor Equipment Associates, Inc. and Seller. "Permitted Exceptions" shall mean, exceptions approved by Buyer pursuant to this Agreement, real estate taxes not yet due and payable and tenants _____________ Varian Medical Systems, Inc – October 30, 1996 between Seller and Original Tenant, and assigned pursuant to that certain Agreement Regarding Assignment and Transfer of Letter of Credit dated as of April 12, 1999, between Varian Medical Systems, Inc ., Varian Semiconductor Equipment Associates, Inc., and Seller, and Buyer hereby assumes all of Seller's obligations under the Lease first arising or accruing from and after Closing Date but _____________ Varian Medical Systems, Inc – October 30, 1996 between Landlord and Original Tenant, and assigned pursuant to that certain Agreement Regarding Assignment and Transfer of Letter of Credit dated as of April 12, 1999, between Varian Medical Systems, Inc , Varian Semiconductor Equipment Associates, Inc. and Landlord. Landlord holds a letter of credit in the amount of $1,850,000 pursuant to the foregoing Lease. -3- <PAGE> _____________ dt 1462924 ; Varian Varian Semiconductor Equipment Associates Inc. ( Semiconductors ) As referenced in this Purchase and Sale Agreement: VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. – Massachusetts This Purchase and Sale Agreement (this "Agreement") is made as of the Effective Date (defined below), by and between BERKSHIRE-NEWBURYPORT LIMITED PARTNERSHIP, a Massachusetts limited partnership ("Seller") and VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. , a Delaware corporation ("Buyer"). R E C I T A L S Seller is the owner of the Property (as defined below) and Seller desires to sell, and Buyer _____________ Varian Semiconductor Equipment Associates, Inc. – Seller and Original Tenant, and assigned pursuant to that certain Agreement Regarding Assignment and Transfer of Letter of Credit dated as of April 12, 1999, between Varian Medical Systems, Inc., Varian Semiconductor Equipment Associates, Inc. and Seller. "Permitted Exceptions" shall mean, exceptions approved by Buyer pursuant to this Agreement, real estate taxes not yet due and payable and tenants in possession as tenants only - _____________ Varian Semiconductor Equipment Associates, Inc. – pending or, to Buyer's knowledge, threatened against Buyer which challenges or impairs Buyer's ability to execute or perform its obligations under this Agreement. (c) Tenant of the Property. Varian Semiconductor Equipment Associates, Inc. is the tenant of the Property under the Lease and is in possession of the entire Property pursuant to the Lease. Varian Semiconductor Equipment Associates, Inc. has not sublet _____________ Varian Semiconductor Equipment Associates, Inc. – Tenant of the Property. Varian Semiconductor Equipment Associates, Inc. is the tenant of the Property under the Lease and is in possession of the entire Property pursuant to the Lease. Varian Semiconductor Equipment Associates, Inc. has not sublet any portion of the Property. 6.3 Survival of Representations and Warranties. The representations and warranties set forth in this Article 6 are made as of _____________ VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. – day and year written below. SELLER: BERKSHIRE-NEWBURYPORT LIMITED PARTNERSHIP a Massachusetts limited partnership By: /s/ OSCAR H.PLOTKIN ------------------------------------- Name: Oscar H. Plotkin ----------------------------------- Title: President ---------------------------------- Dated: November 27, 2002 BUYER: VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. a Delaware corporation By: /s/ ROBERT J. HALLIDAY ------------------------------------- Name: Robert J. Halliday ----------------------------------- Title: Vice President and Chief ---------------------------------- Financial Officer ---------------------------------- Dated: November 27, 2002 -25- <PAGE> Exhibit A _____________ dt 1466152 ;	Varian Varian Semiconductor Equipment Associates Inc. ( Semiconductors ) As referenced in this Purchase and Sale Agreement: VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. – Massachusetts This Purchase and Sale Agreement (this "Agreement") is made as of the Effective Date (defined below), by and between BERKSHIRE-NEWBURYPORT LIMITED PARTNERSHIP, a Massachusetts limited partnership ("Seller") and VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. , a Delaware corporation ("Buyer"). R E C I T A L S Seller is the owner of the Property (as defined below) and Seller desires to sell, and Buyer _____________ Varian Semiconductor Equipment Associates, Inc. – Seller and Original Tenant, and assigned pursuant to that certain Agreement Regarding Assignment and Transfer of Letter of Credit dated as of April 12, 1999, between Varian Medical Systems, Inc., Varian Semiconductor Equipment Associates, Inc. and Seller. "Permitted Exceptions" shall mean, exceptions approved by Buyer pursuant to this Agreement, real estate taxes not yet due and payable and tenants in possession as tenants only - _____________ Varian Semiconductor Equipment Associates, Inc. – pending or, to Buyer's knowledge, threatened against Buyer which challenges or impairs Buyer's ability to execute or perform its obligations under this Agreement. (c) Tenant of the Property. Varian Semiconductor Equipment Associates, Inc. is the tenant of the Property under the Lease and is in possession of the entire Property pursuant to the Lease. Varian Semiconductor Equipment Associates, Inc. has not sublet _____________ Varian Semiconductor Equipment Associates, Inc. – Tenant of the Property. Varian Semiconductor Equipment Associates, Inc. is the tenant of the Property under the Lease and is in possession of the entire Property pursuant to the Lease. Varian Semiconductor Equipment Associates, Inc. has not sublet any portion of the Property. 6.3 Survival of Representations and Warranties. The representations and warranties set forth in this Article 6 are made as of _____________ VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. – day and year written below. SELLER: BERKSHIRE-NEWBURYPORT LIMITED PARTNERSHIP a Massachusetts limited partnership By: /s/ OSCAR H.PLOTKIN ------------------------------------- Name: Oscar H. Plotkin ----------------------------------- Title: President ---------------------------------- Dated: November 27, 2002 BUYER: VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. a Delaware corporation By: /s/ ROBERT J. HALLIDAY ------------------------------------- Name: Robert J. Halliday ----------------------------------- Title: Vice President and Chief ---------------------------------- Financial Officer ---------------------------------- Dated: November 27, 2002 -25- <PAGE> Exhibit A _____________ dt 1466166 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Purchase and Sale Agreement: Chase Manhattan Bank, – as of October 31, 1996 by and among CS First Boston Mortgage Capital Corp., Genus, Inc. and Berkshire-Newburyport Limited Partnership 7. Consent dated July 29, 1998, executed by The Chase Manhattan Bank, consenting to the assignment of the Lease to Varian Associates, Inc. 8. Assignment of Mortgage and Security Agreement dated as of June 30, 1997 by CS First Boston Mortgage _____________ Chase Manhattan Bank, – the Lease to Varian Associates, Inc. 8. Assignment of Mortgage and Security Agreement dated as of June 30, 1997 by CS First Boston Mortgage Capital Corp., in favor of The Chase Manhattan Bank, as Trustee 9. Assignment of Assignment of Leases and Rents dated as of June 30, 1997 by CS First Boston Mortgage Capital Corp., in favor of The Chase Manhattan _____________ Chase Manhattan Bank, – Chase Manhattan Bank, as Trustee 9. Assignment of Assignment of Leases and Rents dated as of June 30, 1997 by CS First Boston Mortgage Capital Corp., in favor of The Chase Manhattan Bank, as Trustee 10. Irrevocable Standby Letter of Credit issued by First Union in favor of Chase Manhattan Bank, as beneficiary, for the account of Varian Associates, Inc. in the _____________ Chase Manhattan Bank, – 1997 by CS First Boston Mortgage Capital Corp., in favor of The Chase Manhattan Bank, as Trustee 10. Irrevocable Standby Letter of Credit issued by First Union in favor of Chase Manhattan Bank, as beneficiary, for the account of Varian Associates, Inc. in the amount of $2,800,000.00 11. Pledge and Custodial Agreement dated as of October 31, 1996 among _____________ Chase Manhattan Bank, – Corp., and Fleet Bank, N.A. 12. Assignment and Assumption of Pledge and Custodial Agreement dated July 29, 1998 between Genus, Inc., Varian Associates, Inc., Berkshire-Newburyport Limited Partnership, The Chase Manhattan Bank, as Trustee for Credit Suisse First Boston Mortgage Securities Corp. <PAGE> 13. Collateral Assignment made as of October 31, 1996, by Berkshire-Newburyport Limited Partnership to CS _____________ dt 1426462 ; More...
$38	Preview Full Doc	2000	Purchase and Sale Agreement Purchase and Sale Agreement (51K) Doc #1154162: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into this 27th day of July, 2000, by and between C. R. BARD, INC., a New Jersey corporation, having an address of 730 Central Avenue, Murray Hill, New Jersey 07974 (the "SELLER"), and ALPHA INDUSTRIES, INC., a Delaware corporation, having an address of 20 Sylvan Road, Woburn, Massachusetts 01801 or its nominee (the "BUYER"). R E C I T A L S: Seller is the owner of certain Premises, as . . . 1154162	Skyworks Skyworks Solutions, Inc. ( Semiconductors ) ; Skyworks Skyworks Solutions, Inc. ( Semiconductors ) ;	Trammell Crow Trammell Crow Co. ( Real Estate ) As referenced in this Purchase and Sale Agreement: Trammell Crow Co – a commission or fee in connection with the negotiation or execution of this Agreement or the consummation of the transaction contemplated hereby except for CB Richard Ellis/Whittier Partners and Trammell Crow Co mpany (collectively, the "BROKERS"), and each agrees to hold the other harmless from and indemnify the other against all damages, claims, losses and liabilities, including legal fees, incurred by the _____________ Trammell Crow Co – LLP One Beacon Street 7 New England Executive Park Boston, MA 02108-3190 Burlington, MA 01803 Attention: Francesco A. De Vito, Esq. Attention: Mark T. Vaughan, Esq. To Escrow Agent: Trammell Crow Co mpany 125 High Street Boston, MA 02110 Attention: Michael P. Dalton All notices, demands and requests which shall be served upon either party in the manner aforesaid shall be deemed _____________ Trammell Crow Co – Agreement, but shall no longer be applicable following Closing in accordance with the terms of this Agreement. 10 <PAGE> 11 13. DEPOSIT. The Deposit shall be delivered to Trammell Crow Co mpany, as escrow agent (the "ESCROW AGENT"), in accordance with Section 2 hereof. The Deposit shall be held by the Escrow Agent in a federally-insured, interest bearing escrow account. _____________ Trammell Crow Co – AGREEMENT THIS ESCROW AGREEMENT (this "AGREEMENT") is entered into this 27th day of July, 2000, by and among C.R. Bard, Inc. (the "SELLER"), Alpha Industries, Inc. (the "BUYER") and Trammell Crow Co mpany (the "ESCROW AGENT"). RECITALS Seller and Buyer have entered into a Purchase and Sale Agreement dated as of July 27, 2000 (the "PURCHASE AGREEMENT") for the purchase of certain _____________ TRAMMELL CROW CO – Adler ------------------------------------- Name: NADIA C. ADLER Title: Vice President BUYER: ALPHA INDUSTRIES, INC. Taxpayer ID# 04-2302115 By: /s/ James C. Nemiah ----------------------------------- Name: JAMES C. NEMIAH Title: Corporate Counsel ESCROW AGENT: TRAMMELL CROW CO MPANY By: /s/ Michael P. Dalton ---------------------------------- Name: MICHAEL P. DALTON Title: Senior Associate </TEXT> </DOCUMENT> _____________ dt 1721321
$74	Preview Full Doc	2005	Purchase and Sale Agreement Purchase and Sale Agreement (271K) Doc #1155863: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT by and among AVAGO TECHNOLOGIES PTE. LIMITED, AVAGO TECHNOLOGIES STORAGE HOLDING (LABUAN) CORPORATION, OTHER SELLERS and PMC-SIERRA, INC. PALAU ACQUISITION CORPORATION Dated as of October 28, 2005 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1 1.1 . . . 1155863	Agilent Agilent Technologies Inc. ( Electronic Instruments & Controls ) As referenced in this Purchase and Sale Agreement: