Trademark Assignment Agreement between Aerovox Incorporated and Parallax Power Components (July 26, 2002)

Summary

Aerovox Incorporated, operating as a debtor-in-possession under Chapter 11 bankruptcy, assigns its rights, title, and interest in certain U.S. and foreign trademarks to Parallax Power Components. The agreement transfers ownership of the trademarks, including related goodwill and registrations, as part of a court-approved asset sale. Aerovox also agrees to assist with any necessary documents to complete the transfer and assigns any related income or legal claims to Parallax. The agreement is binding on successors and assigns of both parties.

EX-2.13 15 dex213.txt TRADEMARK ASSIGNMENT Exhibit 2.13 TRADEMARK ASSIGNMENT This TRADEMARK ASSIGNMENT (the "Assignment") is made as of this 26th day of July, 2002 (the "Effective Date"), by Aerovox Incorporated, a Delaware corporation, with a principal office at 167 John Vertente Blvd, New Bedford, MA ###-###-####, as debtor-in-possession (the "Assignor"). WHEREAS, Assignor is operating as a debtor-in-possession under Chapter 11 of the United States Bankruptcy Code, as amended, in Case No. 01-14680-JNF pending in the United States Bankruptcy Court for the District of Massachusetts (the "Bankruptcy Court"); WHEREAS, pursuant to an Amended and Restated Asset Purchase Agreement dated as of April 18, 2002 (the "Asset Purchase Agreement"), Assignor, as debtor-in-possession, is transferring certain of its assets (the "Acquired Assets," as defined in the Asset Purchase Agreement) to Parallax Power Components, a Delaware limited liability company with a principal office at 122 East 42/nd/ Street, Suite 1115, New York, New York 10168 (the "Assignee"); WHEREAS, the Acquired Assets, including those United States and foreign trademark properties identified and set forth on Schedule A and any common law trademark rights of Assignor used solely in connection with the Business and not Excluded Assets under the Asset Purchase Agreement (the "Trademarks"), will be sold pursuant to the terms of an order of the Bankruptcy Court approving and authorizing such sale under Section 363 of the Bankruptcy Code; WHEREAS, Assignor adopted, used and is using the Trademarks listed on Schedule A hereto and to its knowledge it is the record owner of the United States and foreign registrations of said Trademarks listed on Schedule A; WHEREAS, Assignor is transferring its right, title and interest in and to the Trademarks free and clear of any liens and encumbrances as set forth in the Sale Approval Order (as defined in the Asset Purchase Agreement), that subject to the Sale Approval Order it has full right to assign all of its interests therein, and that it has not executed and will not execute any agreement or other instrument in conflict herewith; and WHEREAS, Assignee is desirous of acquiring all right, title and interest in and to the said Trademarks, together with the goodwill symbolized thereby and the United States and foreign registrations thereof; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby: A. Sell, assign, transfer and set over to Assignee, the entire worldwide right, title and interest in and to the Trademarks, for the United States and for all foreign countries, the goodwill symbolized thereby, and the United States and foreign registrations thereof; -130- B. Agree to execute any and all documents, agreements, affidavits or other documents or filings necessary to implement the transfer of all rights, title and interest in and to the Trademarks to Assignee as provided in this Assignment; C. Assign, transfer and convey to Assignee any income, royalties, damages, or payment due or payable as of the date hereof or hereafter with respect to the Trademarks, including without limitation all rights of action at law and suits in equity to recover for infringement or unauthorized use of the Trademarks currently known to and/or being prosecuted by Assignor as of the date hereof or that may become known after the date of this Assignment, to the extent that such matters are not Excluded Assets under the Asset Purchase Agreement; D. Covenant and agree that this Assignment and all of the terms hereof shall inure to the benefit of the successors, assigns, legal representatives, or nominees of Assignee, without further written or oral authorization from Assignor and that this Assignment and all of the terms hereof are binding on Assignor's successors, assigns, legal representatives or nominees. [Remainder of page intentionally left blank] -131- AEROVOX INCORPORATED By: /s/ ROBERT D. ELLIOTT -------------------------------- Name:_______________________________ STATE OF ) : ss:- COUNTY OF ) Signed before me this _____________________ day of ___________, 2002. ____________________________________ Notary Public My commission expires:______________ -132- SCHEDULE A

-133- - -------------------------------------------------------------------------------- India 388761 AEROVOX IC 9 4/14/96 - -------------------------------------------------------------------------------- Israel 65917 AEROVOX IC 9 5/14/92 - -------------------------------------------------------------------------------- Italy 753876 AEROVOX IC 9 7/22/66 - -------------------------------------------------------------------------------- Japan ###-###-#### AEROVOX Jap 11 10/31/89 - -------------------------------------------------------------------------------- Korea 157,270 AEROVOX Kor 39 7/21/88 - -------------------------------------------------------------------------------- Mexico 354537 AEROVOX IC 9 10/27/88 - -------------------------------------------------------------------------------- Mexico 453162 AERO M IC 9 2/25/94 - -------------------------------------------------------------------------------- Mexico 475564 ACCU-VAR IC 9 9/29/94 - -------------------------------------------------------------------------------- Mexico 505285 AEROMAX IC 9 9/26/95 - -------------------------------------------------------------------------------- Philippines 47633 AEROVOX IC 9 3/22/90 - -------------------------------------------------------------------------------- Singapore 1328/87 AEROVOX IC 9 3/25/87 - -------------------------------------------------------------------------------- Spain 64,810 AEROVOX IC 9 12/6/27 - -------------------------------------------------------------------------------- Sweden 227 269 AEROVOX IC 9 10/25/91 - -------------------------------------------------------------------------------- Taiwan 272647 AEROVOX Tai 95 02/01/85 - -------------------------------------------------------------------------------- U.K. 1,304,195 AEROVOX IC 9 4/29/94 - -------------------------------------------------------------------------------- Venezuela 13,636 AEROVOX IC 9 7/8/42 - -------------------------------------------------------------------------------- -134-