{"id":43289,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/asset-purchase-agreement-credence-systems-corp-and-summit.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-purchase-agreement-credence-systems-corp-and-summit","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-purchase-agreement-credence-systems-corp-and-summit.html","title":{"rendered":"Asset Purchase Agreement &#8211; Credence Systems Corp. and Summit Design Inc."},"content":{"rendered":"<pre>\n                           ASSET PURCHASE AGREEMENT\n\n                                 BY AND AMONG\n\n                         TEST SYSTEMS STRATEGIES, INC.\n                           (a Delaware corporation),\n\n                         CREDENCE SYSTEMS CORPORATION,\n\n                              SUMMIT DESIGN, INC.\n\n                                      AND\n                         TEST SYSTEMS STRATEGIES, INC.\n                            (an Oregon corporation)\n\n                           Dated as of May 19, 1997\n\n                              INDEX OF SCHEDULES\n\n\n\n\n\n\n                                       i\n\n\n \nSCHEDULE  DESCRIPTION\n\n                               TABLE OF CONTENTS\n \n                                                                                       PAGE\nARTICLE I\n \nTHE ACQUISITION                                                                         -1-  \n        1.1  Purchase of Assets                                                         -1- \n        1.2  Consideration                                                              -2- \n        1.3  Closing                                                                    -3- \n                                                                                            \nARTICLE II                                                                                  \n                                                                                            \nREPRESENTATIONS AND WARRANTIES OF SELLER AND SUMMIT                                     -4- \n        2.1  Organization; Good Standing                                                -4- \n        2.2  Authorization of Seller                                                    -4- \n        2.3  Financial Statements                                                       -5- \n        2.4  Absence of Certain Changes and Events                                      -5- \n        2.5  Customers and Commitments                                                  -6- \n        2.6  Inventory                                                                  -6- \n        2.7  Title to Assets; Absence of Liens and Encumbrances                         -6- \n        2.8  Compliance with Laws                                                       -6- \n        2.9  Consents                                                                   -7- \n        2.10 Proprietary Rights                                                         -7- \n        2.11 Restrictive Documents or Orders                                           -10- \n        2.12 Contracts and Commitments                                                 -10- \n        2.13 Assets                                                                    -10- \n        2.14 Insurance                                                                 -10- \n        2.15 Product Warranties and Its Product Liability                              -10- \n        2.16 Litigation                                                                -11- \n        2.17 Interested Party Relationships                                            -11- \n        2.18 Books and Records                                                         -11- \n        2.19 Complete Disclosure                                                       -11- \n        2.20 Backlog                                                                   -11- \n                                                                                            \nARTICLE III                                                                                 \n                                                                                            \nREPRESENTATIONS AND WARRANTIES OF BUYER AND CSC                                        -12- \n        3.1  Organization, Standing and Power                                          -12- \n        3.2  Authority                                                                 -12- \n        3.3  Ability to Perform                                                        -12- \n        3.4  No Conflict                                                               -12- \n \n\n\n\n                                      -i-\n\n\n \n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n \n                                                                                       PAGE\nARTICLE IV\n \nCONDUCT PRIOR TO THE CLOSING DATE                                                      -13-   \n     4.1       Maintenance of Business                                                 -13-   \n     4.2       No Solicitation                                                         -13-   \n     4.3       Break-up Fee                                                            -14-   \n                                                                                              \nARTICLE V                                                                                     \n                                                                                              \nADDITIONAL AGREEMENTS                                                                  -14-   \n     5.1       Access to Information                                                   -14-   \n     5.2       Confidentiality                                                         -14-   \n     5.3       Expenses                                                                -14-   \n     5.4       Public Disclosure                                                       -14-   \n     5.5       Consents                                                                -14-   \n     5.6       Best Efforts                                                            -14-   \n     5.7       Notification of Certain Matters                                         -15-   \n     5.8       Additional Documents and Further Assurances                             -15-   \n     5.9       Tax Returns                                                             -15-   \n     5.10      Agreement Not to Hire                                                   -15-   \n     5.11      Hart-Scott-Rodino Filing                                                -15-   \n     5.12      Cooperation by Seller                                                   -16-   \n                                                                                              \nARTICLE VI                                                                                    \n                                                                                              \nCONDITIONS TO THE ACQUISITION                                                          -16-   \n     6.1       Conditions to Obligations of Each Party to Effect the Acquisition       -16-   \n     6.2       Additional Conditions to Obligations of Summit and Seller               -16-   \n     6.3       Additional Conditions to the Obligations of CSC and Buyer               -17-   \n                                                                                              \nARTICLE VII                                                                                   \n                                                                                              \nSURVIVAL OF REPRESENTATIONS, WARRANTIES,COVENANTS AND\nAGREEMENTS; INDEMNIFICATION                                                            -18-   \n     7.1       Survival of Representations and Warranties                              -18-   \n     7.2       Obligation of Summit and Seller to Indemnify, Reimburse, etc.           -19-   \n     7.3       Obligation of Buyer to Indemnify, Reimburse, etc.                       -19-   \n     7.4       Notice and Opportunity to Defend Against Third Party Claims             -19-    \n\n\n\n\n \n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n \n                                                                                      PAGE\n \n     7.5        Procedure for Indemnification with Respect to Non-Third Party Claims  -20-\n     7.6        Net Indemnity                                                         -20-\n     7.7        Limits on Indemnification                                             -20-\n \nARTICLE VIII\n \nTERMINATION, AMENDMENT AND WAIVER                                                     -21-\n     8.1        Termination                                                           -21-\n     8.2        Effect of Termination                                                 -22-\n     8.3        Amendment                                                             -22-\n     8.4        Extension; Waiver                                                     -22-\n \nARTICLE IX\n \nGENERAL PROVISIONS                                                                    -22-\n     9.1        Notices                                                               -22-\n     9.2        Interpretation                                                        -23-\n     9.3        Counterparts                                                          -23-\n     9.4        Entire Agreement                                                      -23-\n     9.5        Severability                                                          -24-\n     9.6        Other Remedies                                                        -24-\n     9.7        Governing Law                                                         -24-\n     9.8        Rules of Construction                                                 -24-\n     9.9        Disclaimer of Projections                                             -24-\n     9.10       No Warranty                                                           -24-\n     9.11       Cooperation and Records Retention                                     -25-\n     9.12       Successors and Assigns                                                -25-\n \n\n\n\n \n                            ASSET PURCHASE AGREEMENT\n\n\n     This ASSET PURCHASE AGREEMENT (the \"Agreement\") is made and entered into as\nof May 19, 1997 by and among Credence Systems Corporation, a Delaware\ncorporation (\"CSC\"), Test Systems Strategies, Inc., a Delaware corporation and\nwholly-owned subsidiary of CSC (\"Buyer\"), Summit Design, Inc., a Delaware\ncorporation (\"Summit\"), and Test Systems Strategies, Inc., an Oregon corporation\nand wholly-owned subsidiary of Summit (\"Seller\").\n\n                                    RECITALS\n\n     A.  The Boards of Directors of each of Summit, Seller, CSC and Buyer\nbelieve it is in the best interests of each company and their respective\nsecurityholders that Buyer acquire certain listed assets and assume certain\nlisted liabilities of Seller (the \"Acquisition\").\n\n     B.  On the date hereof, Buyer has executed a $2,000,000 irrevocable\npurchase order to purchase 400 time-based licenses for Summit's Visual HDL\ninterfaces for Visual Testbench (\"VTB\") software on CSC's standard form of\npurchase order, which is payable within five (5) business days after the date\nhereof.\n\n     NOW, THEREFORE, in consideration of the covenants, promises and\nrepresentations set forth herein, and for other good and valuable consideration,\nthe parties agree as follows:\n\n\n                                   ARTICLE I\n\n                                THE ACQUISITION\n\n     1.1 PURCHASE OF ASSETS.\n\n         (a) PURCHASE AND SALE OF ASSETS.  On the terms and subject to the\nconditions set forth in this Agreement, Seller will sell, convey, transfer,\nassign and deliver to Buyer and Buyer will purchase and acquire from Seller on\nthe Closing Date (as defined in Section 1.3(a)), all of Seller's right, title\nand interest in and to the assets and properties of Seller set forth on Schedule\n1.1(a) (collectively, the \"Assets\") free and clear of all liens, pledges,\ncharges, claims, actions, suits, proceedings, security interests or other\nencumbrances of any sort (\"Liens\"), other than as set forth on Schedule 2.7. The\nAssets do not include Summit's and Seller's VTB software.\n\n         (b) NONASSIGNMENT OR SUBCONTRACTING OF CERTAIN ASSETS.\nNotwithstanding anything to the contrary in this Agreement, to the extent that\nthe assignment or subcontracting hereunder of any of the Assets shall require\nthe consent of any other party (or in the event that any of the same shall be\nnonassignable or unable to be subcontracted), neither this Agreement nor any\naction taken pursuant to its provisions shall constitute an assignment or\nsubcontract or an agreement to assign or subcontract if such assignment or\nsubcontract or attempted assignment or subcontract would constitute a breach\nthereof or result in the loss or diminution thereof; PROVIDED, HOWEVER, that in\neach such case, Seller shall use its commercially reasonable efforts to obtain\nthe consent of such other party to an assignment to Buyer.  If such consent is\nnot obtained by the Closing, Seller shall cooperate with Buyer in any\narrangement designed for Buyer to perform Seller's obligation with respect to\nsuch\n\n\n \nAsset after the Closing and for Buyer to receive the benefits under any such\nAsset after the Closing, which arrangements may include enforcement, for the\naccount and benefit of Buyer, of any and all rights of Seller against any other\nperson arising out of the breach or cancellation by such other person or\notherwise, all of such actions of Seller to be at the direction and expense of\nBuyer.  Seller shall reimburse or pay Buyer for a portion equal to one-half of\nall costs and expenses, including amounts owed as a result of increased\nobligations under such instruments, resulting from an inability of Buyer to\nreceive the benefits of such assignment or subcontract.\n\n         (c) ASSUMPTION OF LIABILITIES.  At the Closing, Buyer shall only assume\nthe obligations and liabilities of Seller listed on Schedule 1.1(c) (the\n\"Assumed Liabilities\").  Buyer shall not assume any liabilities or obligations\nof Seller or the Assets except for those liabilities and obligations which Buyer\nexpressly assumes pursuant to this Section 1.1(c) and Seller shall retain those\nliabilities of Seller that are not Assumed Liabilities.  Other than the Assumed\nLiabilities of Seller specifically listed in Schedule 1.1(c), Buyer shall not\nassume, nor shall Buyer or CSC or any of their respective affiliates, directors,\nemployees, stockholders or agents, be deemed to have assumed or guaranteed, or\nbe responsible for in any way, any liabilities or obligations, whether such\nliabilities or obligations are contingent or otherwise, or direct or indirect,\nof Seller or Summit.\n\n         (d) RISK OF LOSS.  In the event any of the Assets are unavailable for\ndelivery to Buyer on the Closing Date as a result of risks for which such Assets\nwere insured by Seller, Buyer may at its option elect (i) to require Seller to\ndeliver to Buyer assignments of such Seller's rights under its insurance\npolicies, if any, applicable to such Assets and to close on that basis, or (ii)\nto not close due to the failure of a condition to closing if the rights\ndescribed in (i) above are not fully assignable and the amount of the loss\nreasonably can be expected to be in excess of five hundred thousand dollars\n($500,000).  Seller hereby agrees to use its reasonable best efforts to make\nsuch assignment of rights if Buyer so elects.\n\n     1.2 CONSIDERATION.\n\n         (a) CONSIDERATION.  On the terms and subject to the conditions set\nforth in this Agreement, Buyer shall on the Closing Date pay to Seller by wire\ntransfer of immediately available funds the sum of five million dollars\n($5,000,000) in full payment for the transfer of Assets to Buyer and the\nassumption of the Assumed Liabilities by Buyer (the \"Purchase Price\").\n\n         (b) TRANSFER TAXES.  Buyer and Seller shall each pay and promptly\ndischarge when due one-half of the entire amount of any and all sales, transfer\nand use taxes (\"Sales Taxes\") imposed or levied by reason of the sale of the\nAssets to the Buyer.  The parties shall cooperate with each other to the extent\nreasonably requested and legally permitted to minimize any such Sales Taxes and\nto prepare any documents necessary to satisfy the requirements of any applicable\nexemption from such laws.  Buyer shall take title to, and possession of, the\nAssets in the State of Oregon.  Buyer and Seller hereby waive compliance with\nthe Oregon Uniform Commercial Code-Bulk Transfers and any other applicable state\nbulk transfer laws.  Seller agrees to indemnify Buyer and CSC against all claims\n(other than Assumed Liabilities) brought by a creditor of Seller or Summit\nagainst Buyer or CSC or the Assets based on noncompliance with such laws in\nconnection with the sale of the Assets.\n\n     1.3 CLOSING.\n\n         (a) CLOSING.  Unless this Agreement is earlier terminated pursuant to\nSection 8.1, the closing of the transactions contemplated by this Agreement (the\n\"Closing\") shall be held at the offices of Summit, 9305 S.W. Gemini Drive,\nBeaverton, Oregon, at 10:00 a.m. on the later of (i) the date which is two\nbusiness days following satisfaction or waiver of the last of the conditions to\nClosing as set forth in\n\n\n \nArticle VI hereof, and (ii) July 1, 1997, or on such other time and\/or date as\nthe parties agree (the actual date on which the Closing occurs is referred to\nherein as the \"Closing Date\").\n\n         (b)  DELIVERY.  At the Closing:\n\n            (i)   Buyer shall deliver to Seller:\n\n                   (A) an instrument of assumption of liabilities by which Buyer\n         shall assume the Assumed Liabilities as of the Closing;\n\n                   (B) the Purchase Price; and\n\n                   (C) the Software OEM License Agreement and the Software\n         Development Agreement (the \"Related Agreements\").\n\n            (ii)  Seller and Summit shall deliver to Buyer:\n\n                   (A) a good and sufficient bill of sale for the Assets,\n         selling, delivering, transferring and assigning to Buyer title to all\n         of Seller's and\/or Summit's right, title and interest in and to the\n         Assets, free and clear of all Liens;\n\n                   (B) the Related Agreements;\n\n                   (C) valid assignments for all Contracts (as defined below)\n         and all other contracts and agreements under which obligations are owed\n         to Seller or Summit with respect to the Assets and intellectual\n         property forms for filing with the applicable governmental agencies and\n         other third party or governmental consents necessary to transfer the\n         Assets; and\n\n                   (D) resale certificates for the resale of any items in\n         inventory.\n\n            (iii) Seller and Buyer shall deliver or cause to be delivered to one\nanother such other instruments and documents necessary or appropriate to\nevidence the due execution, delivery and performance of this Agreement.\n\n         (c) TAKING OF NECESSARY ACTION; FURTHER ACTION.  If, at any time after\nthe Closing Date and at Buyer's request, any further action is necessary or\ndesirable to carry out the purposes of this Agreement and to vest the Buyer with\nfull right, title and possession to the Assets, Seller and Summit shall, and\nshall use their reasonable best efforts to cause Seller's employees, agents and\nconsultants to, sign, execute and acknowledge any and all documents and to\nperform such acts as may be necessary for the purposes of perfecting the\nassignment to Buyer of the Assets.  The costs related to any of the foregoing\nshall be shared equally by Seller and Buyer.\n\n                                   ARTICLE II\n              REPRESENTATIONS AND WARRANTIES OF SELLER AND SUMMIT\n\n     Summit and Seller, jointly and severally, represent and warrant to Buyer\nand CSC, subject to such exceptions as are specifically disclosed in the\ndisclosure schedules supplied by Seller to Buyer and CSC (the \"Seller\nSchedules\") and dated as of the date hereof, which disclosures shall be deemed\nto be representations and warranties hereunder, as follows:\n\n\n \n     2.1 ORGANIZATION; GOOD STANDING.  Each of Seller and Summit are\ncorporations duly organized, validly existing and in good standing under the\nlaws of their respective states of organization, and have the corporate power\nand authority to own, lease and operate their properties and to carry on their\nbusinesses as the same are now being conducted.  Each of Seller and Summit is\nqualified as a foreign corporation and is in good standing in each jurisdiction\nin which the failure to be so qualified would have a material adverse effect on\nthe Assets (or Buyer's interest therein or use thereof following the Closing) (a\n\"Material Adverse Effect\").  Seller has property, employees or operations\nrelating to the Assets only in the jurisdictions set forth on Schedule 2.1.\nSummit owns one hundred percent (100%) of the shares of capital stock or other\nproprietary interests in Seller.\n\n     2.2 AUTHORIZATION OF SELLER.  Each of Seller and Summit has full power and\nauthority to enter into this Agreement and the Related Agreements to which it is\na party, to perform its obligations hereunder and thereunder, and to consummate\nthe transactions contemplated hereby and thereby, including, without limitation,\nthe execution and delivery of this Agreement, general conveyances, bills of\nsale, assignments, and other documents and instruments evidencing the conveyance\nof the Assets or delivered in accordance with Sections 1.1(b) or 1.3(b)\nhereunder (the \"Closing Documents\") and the Related Agreements to which it is a\nparty.  Each of Seller and Summit has taken all necessary and appropriate\ncorporate action with respect to the execution and delivery of this Agreement,\nthe Closing Documents, and the Related Agreements to which it is a party.  No\nother corporate or securityholder proceedings or action on the part of Seller or\nSummit, or their respective securityholders, are necessary to authorize this\nAgreement and the Related Agreements or to consummate the transactions\ncontemplated hereby and thereby.  This Agreement and the Related Agreements have\nbeen duly executed and delivered by Seller and Summit.  This Agreement and the\nRelated Agreements to which it is a party constitute valid and binding\nobligations of Seller and Summit, enforceable in accordance with their terms:\n(i) except as limited by applicable bankruptcy, insolvency, moratorium,\nreorganization, or other laws affecting creditors' rights and remedies\ngenerally, (ii) except as may be required by the Bulk Sales provisions of\napplicable state law, and (iii) except as the indemnification provisions\ncontained in this Agreement may be limited by principles of public policy.  The\nexecution and delivery of this Agreement and the Related Agreements by Seller\nand Summit do not, and, as of the Closing, the consummation of the transactions\ncontemplated hereby and thereby will not, conflict with, or result in any\nviolation of, or default under (with or without notice or lapse of time, or\nboth), or give rise to a right of termination, cancellation or acceleration of\nany obligation or loss of any benefit under (any such event, a \"Conflict\") (i)\nany provision of the Articles or Certificate of Incorporation or Bylaws of\nSeller or Summit or (ii) any material mortgage, indenture, lease, contract or\nother agreement or material instrument, permit, concession, franchise, license,\njudgment, order, decree, statute, law, ordinance, rule or regulation applicable\nto Seller or Summit or their properties or assets, except where such Conflict\nwould not have a Material Adverse Effect.\n\n     2.3 FINANCIAL STATEMENTS.  Seller has previously furnished Buyer with\ncopies of the profit and loss statements of Seller for each of the quarters in\nthe year ended December 31, 1996 and the quarter ended March 31, 1997,\n(collectively, the \"Seller Financials\").  The Seller Financials fairly present'\nin all material respects the results of operations of Seller for the periods\ntherein set forth, subject to normal year-end adjustments, in each case in\naccordance with generally accepted accounting principles applied on a consistent\nbasis.  Summit's revenue recognition policies with respect to the Seller\nFinancials have been made in accordance with generally accepted accounting\nprinciples.  Summit and Seller maintain an accounting system in accordance with\ngenerally accepted accounting principles.  Notwithstanding the foregoing, the\nSeller Financials were prepared using an allocation of cost of goods sold based\non Summit's overall cost of goods sold as a percentage of total revenue, using\nan allocation of\n\n\n \ngeneral and administrative expense between Seller's and Summit's SLDA business,\nand do not include any allocation for corporate marketing expenses.\n\n     2.4 ABSENCE OF CERTAIN CHANGES AND EVENTS.  Since March 31, 1997, there has\nnot been:\n\n         (a) Any material adverse change in the financial condition, results of\noperation, assets, liabilities, business, or prospects of Seller or any\noccurrence, circumstance, or combination thereof which reasonably could be\nexpected to result in any such material adverse change;\n\n         (b) Any material transaction relating to or involving Seller (other\nthan the transactions contemplated herein) which was entered into or carried out\nby Seller other than in the ordinary and usual course of business;\n\n         (c) Any modification, waiver, change, amendment, release, rescission,\naccord and satisfaction, or termination of, or with respect to, any term,\ncondition, or provision of any material contract, agreement, license, or other\ninstrument to which Seller or Summit is a party and relating to or affecting the\nAssets, other than any satisfaction by performance in accordance with the terms\nthereof in the usual and ordinary course of business and consistent with prior\npractice;\n\n         (d) Any notice (written or unwritten) from any employee of Seller that\nsuch employee has terminated, or intends to terminate, such employee's\nemployment with Seller;\n\n         (e) Any adverse relationships or conditions with vendors or customers\nthat may have a Material Adverse Effect; or\n\n         (f) Any other event or condition of any character which has resulted in\na Material Adverse Effect, or may reasonably be expected to have a Material\nAdverse Effect.\n\n     2.5 CUSTOMERS AND COMMITMENTS.  Neither Summit nor Seller is aware nor has\nany reason to believe that any of Seller's five largest customers during the\ntwelve month period ended March 31, 1997 (determined on the basis of both\nrevenues and bookings during such period) has terminated, or intends materially\nto reduce or terminate, the amount of its business with Seller.  Schedule 2.5\ncontains a true, accurate and complete list of Seller's obligations and\ncommitments owed to customers or prospective customers and rights of customers\nor prospective customers with respect to Seller's products.\n\n     2.6 INVENTORY.  All inventory of Seller included in the Assets and, to the\nknowledge of Seller, all items to be delivered to Seller for such inventory\nafter the Closing that are subject to purchase commitments outstanding at the\nClosing, consist of items that are or upon delivery will be of a quality and\nquantity presently usable and saleable in the ordinary course of business.\n\n     2.7 TITLE TO ASSETS; ABSENCE OF LIENS AND ENCUMBRANCES.  Seller has good\nand valid title to all of the Assets, free and clear of any Liens.  Seller has\nfull right and power to (and at the Closing will) sell, convey, assign, transfer\nand deliver to Buyer good and valid title to all the Assets, free and clear of\nany and all Liens, except (i) for the Assumed Liabilities, (ii) for statutory\nliens for taxes not yet due (none of which shall be the obligation of CSC or\nBuyer) and (iii) as set forth on Schedule 2.7. The Assets are in good operating\ncondition and repair, reasonable wear and tear excepted, and are suitable and\nadequate for use in the ordinary course of business and conform in all material\nrespects to all applicable laws.  All leases are binding, valid and enforceable\non the Seller in accordance with their terms and, to the knowledge of the\nSeller, are enforceable against the other party or parties thereto in accordance\nwith their terms, in each case subject to the effect, if any, of (i) applicable\nbankruptcy and\n\n\n \nother similar laws affecting the rights of creditors generally, and (ii) rules\nof law governing specific performance, injunctive relief and other equitable\nremedies.  Seller is not in default under any lease and there has not occurred\nany event which, with the giving of notice or lapse of time or both, would\nconstitute a material default under any lease.  To the knowledge of Seller,\nthere are no current defaults by any other party to any lease or events that\nhave occurred which, with the giving of notice or lapse of time or both, would\nconstitute a material default by such party under any lease.  After the Closing\nDate, Buyer will be entitled to the continued use and possession of the personal\nproperty leased by it, for the terms specified in such leases and for the\npurposes consistent with the past practices of the Seller.\n\n     2.8  COMPLIANCE WITH LAWS.  Seller has complied and is in compliance with\nall applicable foreign, federal, state, and local laws, statutes, licensing\nrequirements, rules, and regulations, and judicial or administrative decisions\nwhere the failure to comply could have a Material Adverse Effect.  There is no\norder issued, investigation, or proceeding pending or notice served on Summit or\nSeller or, to Seller's and Summit's knowledge, threatened, with respect to any\nviolation of any law, ordinance, order, writ, decree, rule, or regulation issued\nby any federal, state, local, or foreign court or governmental agency or\ninstrumentality applicable to the Assets.\n\n     2.9  CONSENTS.  The execution and delivery of this Agreement by the Seller\nand Summit does not, and the performance of this Agreement and the Related\nAgreements by the Seller and Summit do not, require any consent, approval,\nauthorization or permit of, or filing with or notification to, any governmental\nor regulatory authority, domestic or foreign, or any other third party,\nincluding licensors and lenders, except for applicable requirements, if any, of\nbulk sales laws and the notification requirements of the Hart-Scott-Rodino\nAntitrust Improvements Act of 1976, as amended (the \"HSR Act\").\n\n     2.10 PROPRIETARY RIGHTS.\n\n          (a) Seller (i) owns all right, title and interest in, (ii) is\nexclusively licensed, or (iii) is otherwise entitled to exercise, without\nrestriction, all rights to all patents, trademarks, trade names, service marks,\ncopyrights, mask works, trade secrets and other intellectual property rights,\nand any applications or registrations therefor, and all inventions, mask work\nlayouts, net lists, source code, object code, schematics, technical drawings,\ntechnology, know-how, processes, formulas, algorithms, computer software\nprograms, documentation, and all other tangible and intangible information or\nmaterial in any form which form part of the Assets, without any conflict with or\ninfringement of the rights of others and free and clear of any Liens\n(collectively, the \"Intellectual Property Rights\").  Seller has the right to\nuse, sell, license, assign, transfer, convey or dispose of the Intellectual\nProperty Rights or the products, processes and materials covered thereby.\n\n          (b) Schedule 2.10(b) sets forth: (i) all copyrights, patents, patent\napplications, trademarks, service marks, tradenames, and other company, product\nor service identifiers owned by or licensed to Seller with respect to the\nIntellectual Property Rights; (ii) the jurisdictions) in which an application\nfor patent or application for registration, if any, of each Intellectual\nProperty Right has been made, including the respective application numbers and\ndates; (iii) the jurisdiction(s), if any, in which each such Intellectual\nProperty Right has been patented or registered, including the respective patent\nor registration numbers and dates; (iv) all licenses, sublicenses and other\nagreements to which Seller is a party and pursuant to which any other party is\nauthorized to use, exercise, or receive any benefit from the Intellectual\nProperty Rights (other than to end-user licenses entered into in the.ordinary\ncourse of business); and (v) all parties to whom the Seller has delivered copies\nof its source code, whether pursuant to an escrow arrangement or otherwise, or\nparties who have the right to receive such source code.  Seller has delivered to\nCSC copies of all licenses, sublicenses, and other agreements identified\npursuant to\n\n\n \nclause (iv) above.  Seller and, to the knowledge of Seller, each other party\nthereto, is in compliance with all material terms and conditions of all such\nlicenses, sublicenses, and other agreements.  Seller has no knowledge of any\nclaim, threatened claim or facts indicating that Seller or any other party\nthereto has breached any material terms or conditions of such licenses,\nsublicenses, or other agreements.\n\n           (c) Seller has taken all necessary and appropriate steps, including,\nwithout limitation, the filing of copyright, and trademark applications to\nperfect and protect its interest in the Intellectual Property Rights in all\ncountries and other jurisdictions in which the Seller does business, except\nwhere the failure to take such actions or make such applications or filings\nwould not (i) have a Material Adverse Effect or (ii) materially interfere with\nthe use or enforcement of the Intellectual Property Rights in the ordinary\ncourse of business.  Seller has the exclusive right to file, prosecute, and\nmaintain such applications and the patents and registrations that issue\ntherefrom.\n\n           (d) To Seller's knowledge, after due inquiry, all patents and\nregistered trademarks, service marks, and other company, product or service\nidentifiers and copyrights held by Seller are valid and enforceable.\n\n           (e) Seller and Summit have secured valid written assignments from all\nconsultants and employees who contributed to the creation or development of the\nIntellectual Property Rights of the rights to such contributions that the Seller\ndoes not already own by operation of law except where failure to secure such\nassignments would not have a Material Adverse Effect.\n\n           (f) To Seller's knowledge, there has not been and there is not now\nany unauthorized use, infringement or misappropriation of any of the\nIntellectual Property Rights by any third party, including, without limitation,\nany service provider of Summit or Seller.\n\n           (g) Seller has not brought any actions or lawsuits alleging (i)\ninfringement of any of the Intellectual Property Rights or (ii) breach of any\nlicense, sublicense or other agreement authorizing another party to use the\nIntellectual Property Rights.  To Seller's knowledge, there do not exist any\nfacts which could form the basis of any such action or lawsuit.  Seller has not\nentered into any agreement granting any third party the right to bring\ninfringement actions with respect to, or otherwise to enforce rights with\nrespect to, any of the Intellectual Property Rights.\n\n           (h) No person has asserted or, to the knowledge of Seller, threatened\nto assert any claims with respect to the Intellectual Property Rights (i)\ncontesting the right of Seller to use, exercise, sell, license, transfer or\ndispose of any of the Intellectual Property Rights or any products, processes or\nmaterials covered thereby or (ii) challenging the ownership, validity or\nenforceability of any of the Intellectual Property Rights.  No Intellectual\nProperty Right is subject to any outstanding order, judgment, decree,\nstipulation or agreement related to or restricting in any manner the licensing,\nassignment, transfer or conveyance thereof by Seller.\n\n           (i) Schedule 2.10(i) sets forth: (i) all copyrights, patents, patent\napplications, trademarks, service marks, tradenames, trade secrets and other\ncompany, product or service identifiers licensed to Seller (\"In-licensed\nIntellectual Property Rights\") and (ii) all licenses, sublicenses and other\nagreements to which Seller is a party and pursuant to which Seller is authorized\nto use, exercise, or  receive any benefit from any In-Licensed Intellectual\nProperty Right (other than commercially available, I.E., \"off-the-shelf\"\nsoftware).  Seller has delivered to CSC copies of all licenses, sublicenses and\nother agreements identified pursuant to clause (ii) above.  Seller and, to\nSeller's knowledge, each other party thereto is in compliance with all material\nterms and conditions of all such licenses, sublicenses, and other agreements.\nSeller has no knowledge of any claim, threatened claim or the existence of any\nfacts\n\n\n \nindicating that Seller or any other party thereto has breached any material\nterms or conditions of such licenses, sublicenses, or other agreements.\n\n           (j) No In-Licensed Intellectual Property Right is subject to any\noutstanding order, judgment, decree, stipulation or agreement related to, or\nrestricting in any manner, the use or licensing thereof by Seller.\n\n           (k) Seller has the right to sell, assign, transfer, and convey all of\nits right, title and interest in and to the Intellectual Property Rights and In-\nLicensed Intellectual Property Rights to Buyer.  Seller is not, nor will be as a\nresult of the execution and delivery of this Agreement or the Related Agreements\nor the consummation of the transactions contemplated hereby or thereby, in\nviolation of, breach of nor will Seller forfeit, terminate or in any way impair\nany material Intellectual Property Right or In-Licensed Intellectual Property\nRight whether or not pursuant to any license, sublicense or agreement with\nrespect to the Intellectual Property Rights or In-Licensed Intellectual Property\nRights set forth or required to be set forth in the Seller Schedules, or in any\nway impair the right of Buyer to use, sell, license or dispose of or to bring\nany action for the infringement of, any Intellectual Property Right or In-\nLicensed Intellectual Property Right or any products or technology designed,\ndeveloped, manufactured, sold or serviced by Seller (collectively, \"Products\").\n\n           (l) To Seller's knowledge, the manufacture, marketing, license, sale\nor use of any Products anywhere in the world does not (i) violate any material\nlicense or agreement with any third party, or (ii) infringe on any intellectual\nproperty right of any third party. Neither Summit nor Seller knows of any claims\nto the effect that the manufacture, marketing, license, sale or use of any\nProduct infringes any copyright, patent, trade secret, or other intellectual\nproperty right of any third party or violates any license or agreement with any\nthird party. Neither Seller nor Summit has received service of process or been\ncharged in writing as a defendant in any claim, suit, action or proceeding that\nalleges that any Asset infringes any patents, trademarks, service marks, trade\nsecret rights, copyrights or other intellectual property rights of any third\nparty, which has not been finally adjudicated prior to the date hereof. Neither\nSeller nor Summit has any outstanding restrictions or infringement liability\nwith respect to any patent, trade secret, trademark, service mark, copyright or\nother intellectual property right of another which relates to the Assets.\n\n           (m) Seller and Summit have taken all necessary and appropriate steps\nto protect and preserve the confidentiality of, and proprietary rights in, all\ninventions, algorithms, formulas, schematics, technical drawings, ideas, know-\nhow, processes not otherwise protected by patents or patent applications, source\ncode, program listings, and trade secrets (\"Confidential Information\"),\nincluding, without limitation, marking all such Confidential Information with\nappropriate \"Proprietary\" or \"Confidential\" legends, establishing policies for\nthe handling, disclosure, and use of Confidential Information, and the\nacquisition of valid written nondisclosure agreements from any party (including\nSummit and Seller employees) receiving Confidential Information (the form of\nwhich has been provided to CSC and its counsel), except where failure to take\nsuch steps would not have a Material Adverse Effect. All Confidential\nInformation is presently, and as of the Closing will be, located at Seller's\naddress as set forth in this Agreement. No person other than Seller has used,\ndivulged or appropriated Confidential Information except for the benefit of\nSeller. No person has used, divulged or appropriated Confidential Information to\nthe detriment of Seller other than pursuant to the terms of written agreements\nbetween Seller and such other persons.\n\n     2.11  RESTRICTIVE DOCUMENTS OR ORDERS.  Neither Summit nor Seller is a\nparty to or bound by any agreement, contract, order, judgment, or decree, or any\nsimilar restriction not of general application which (i) has, or could\nreasonably be expected to have, a Material Adverse Effect, or (ii)\n\n\n \nmaterially adversely affects, or could reasonably be expected to materially\nadversely affect, the consummation of the transactions contemplated by this\nAgreement or the Related Agreements.\n\n     2.12  CONTRACTS AND COMMITMENTS.\n\n           (a)  Schedule 2.12 sets forth a list of all outstanding licenses,\ncontracts or other agreements, whether or not in writing, to which obligations\nare owing by  the Seller and which are related to the Assets or pursuant to\nwhich Seller or Summit derives any benefits relating to the Assets (collectively\n\"Contracts\").\n\n           (b) Seller has performed all of its obligations under the terms of\neach Contract, and is not in default thereunder, in either case, except where\nsuch non-performance or default would have a Material Adverse Effect. No event\nor omission has occurred which but for the giving of notice or lapse of time or\nboth would constitute a default by Seller or, to Seller's knowledge, any other\nparty thereto under any such Contract where such default by any such party could\nhave a Material Adverse Effect. Each Contract is valid and binding on the Seller\nand, to the knowledge of the Seller, on each other party thereto and is in full\nforce and effect. Neither Summit nor Seller has received any notice of default,\ncancellation, or termination in connection with any Contract.\n\n     2.13  ASSETS.  Upon or after the Closing, Buyer will have all the\nintellectual property that Seller or Summit owned or had the right to use that\nwas necessary to operate the business of Seller relating to Seller's TDS product\nline (but not Seller's Visual Test Bench product line) prior to the Closing.\nThe Assets are suitable for the purpose or purposes for which they are being\nused by Seller prior to the Closing, and are free from any known defects, except\nsuch minor defects as do not interfere with the continued use thereof.\n\n     2.14  INSURANCE.  Schedule 2.14 sets forth all insurance policies and\nfidelity bonds covering the Assets.  All such insurance policies and fidelity\nbonds will terminate as of the Closing.  There is no claim by the Seller pending\nunder any of such policies or bonds as to which coverage has been questioned,\ndenied or disputed by the underwriters of such policies or bonds.\n\n     2.15  PRODUCT WARRANTIES AND ITS PRODUCT LIABILITY.  Seller is not\nobligated under any product warranty relating to the Assets, except pursuant to\nSeller's standard product license agreement (a form of which is attached hereto\nas Schedule 2.15). Seller is not aware of any claim in excess of claims made in\nthe ordinary course of business.\n\n     2.16  LITIGATION.  Except as disclosed in documents that Summit has filed\nwith the Securities and Exchange Commission before the date of this Agreement,\nthere is no claim, investigation, litigation, action, suit, or administrative or\njudicial proceeding pending or threatened against Summit or Seller, or to\nSeller's or Summit's knowledge, any officer or director of Summit or Seller, and\ninvolving the Assets.  Neither Summit nor Seller has received any complaints\nfrom any of its customers or suppliers within the last year, which complaints\ncould reasonably be expected individually or in the aggregate, to have a\nMaterial Adverse Effect.\n\n     2.17  INTERESTED PARTY RELATIONSHIPS.  Neither Summit nor Seller, nor any\nofficer or director of Summit or Seller has any material financial interest,\ndirect or indirect, in any material supplier or customer or any party to any\ncontract that is included in the Assets.\n\n     2.18  BOOKS AND RECORDS.  The books and records of Summit and Seller to\nwhich CSC, Buyer and their accountants and attorneys have been given access are\nthe true books and records of\n\n\n \nSummit and Seller and accurately reflect, when read together, the underlying\ninformation presented therein in all material respects.\n\n     2.19  COMPLETE DISCLOSURE.  To the knowledge of Summit's Chief Executive\nOfficer and Chief Financial Officer, no representations or warranties made by\nSummit or Seller in this Agreement, nor any document, written information,\nwritten statement, financial statement, certificate or exhibit prepared and\nfurnished or to be prepared and furnished by Summit or Seller or its\nrepresentatives to CSC or Buyer pursuant hereto or the Related Agreements or\notherwise in connection with the transactions contemplated hereby or thereby,\nwhen read together, contains or will contain any untrue statement of a material\nfact, or omits or will have failed to state a material fact necessary to make\nthe statements or facts contained herein or therein not misleading; PROVIDED,\nHOWEVER, that the above mentioned information contains projections and other\nforward looking statements.  There is no presently existing event, fact or\ncondition that would have, has or could reasonably be expected to have a\nMaterial Adverse Effect, which has not been set forth in this Agreement or the\nRelated Agreements or the exhibits hereto or thereto or otherwise disclosed by\nSummit or the Seller to CSC or Buyer in writing prior to or on the Closing Date.\nSeller and\/or Summit, as the case may be, has prepared such disclosure documents\nin good faith.\n\n     2.20  BACKLOG.  Schedule 2.21 sets forth the backlog of orders that the\nSeller is to ship and contract work to be performed as of May 1, 1997, and such\nschedule will be updated to indicate such backlog as of the Closing.  The Seller\neither (i) possesses sufficient inventory of Products, materials and personnel\nto produce the same within their schedule delivery dates or (ii) such Products\nor materials have lead times such that the Seller can acquire or produce such\nProducts and materials in time to produce and ship such backlog in accordance\nwith its scheduled shipping date.\n\n\n \n                                  ARTICLE III\n\n                REPRESENTATIONS AND WARRANTIES OF BUYER AND CSC\n\nBuyer and CSC, jointly and severally, represent and warrant to Seller and Summit\nas follows:\n\n     3.1 ORGANIZATION, STANDING AND POWER.  Each of Buyer and CSC are\ncorporations duly organized, validly existing and in good standing under the\nlaws of Delaware, and have the corporate power and authority to own, lease and\noperate their properties and to carry on their businesses as the same are now\nbeing conducted.  Each of Buyer and CSC is qualified as a foreign corporation\nand is in good standing in each jurisdiction in which the failure to be so\nqualified would have a material adverse effect on the ability of Buyer or CSC to\nconsummate the transactions contemplated by this Agreement and the Related\nAgreements.\n\n     3.2 AUTHORITY.  Each of Buyer and CSC has all requisite corporate power and\nauthority to enter into this Agreement and the Related Agreements and to\nconsummate the transactions contemplated hereby and thereby.  The execution and\ndelivery of this Agreement and the Related Agreements and the consummation of\nthe transactions contemplated hereby and thereby have been duly authorized by\nall necessary corporate action on the part of Buyer and CSC.  This Agreement has\nbeen duly executed and delivered by Buyer and CSC and constitutes the valid and\nbinding obligation of Buyer and CSC, enforceable in accordance with its terms\n(i) except as limited by applicable bankruptcy, insolvency, moratorium,\nreorganization, or other laws affecting creditors' rights and remedies\ngenerally, (ii) except as may be required by the Bulk Sales provisions of\napplicable state law, and (iii) except as the indemnification provisions\ncontained in this Agreement may be limited by principles of public policy.  The\nRelated Agreements have been duly executed and delivered by Buyer and CSC and\nconstitute the valid and binding obligation of Buyer and CSC, enforceable in\naccordance with their terms (i) except as limited by applicable bankruptcy,\ninsolvency, moratorium, reorganization, or other laws affecting creditors'\nrights and remedies generally, (ii) except as may be required by the Bulk Sales\nprovisions of applicable state law, and (iii) except as the indemnification\nprovisions contained in this Agreement may be limited by principles of public\npolicy.\n\n     3.3 ABILITY TO PERFORM.  CSC currently has available, and at the time\npayable to Seller pursuant to the terms of this Agreement or to Summit pursuant\nto the Related Agreements, CSC and Buyer will have available, sufficient cash to\nenable them to perform their obligations under this Agreement and the Related\nAgreements.\n\n     3.4 NO CONFLICT.  The execution and delivery of this Agreement and the\nRelated Agreements by Buyer and CSC do not, and, as of the Closing, the\nconsummation of the transactions contemplated hereby and thereby will not give\nrise to any Conflict under (i) any provision of the Certificate of Incorporation\nor Bylaws of Buyer or CSC or (ii) any material mortgage, indenture, lease,\ncontract or other agreement or material instrument, permit, concession,\nfranchise, license, judgment, order, decree, statute, law, ordinance, rule or\nregulation applicable to buyer or their properties or assets except where such\nconflict would not have a material adverse effect on the business of Buyer.  No\nconsent, waiver, approval, order or authorization of, or registration,\ndeclaration or filing with, any Governmental Entity is required by or with\nrespect to Buyer and CSC in connection with the execution and delivery of this\nAgreement and the Related Agreements or (except as has been, or will be,\nobtained prior to the Closing) the consummation of the transactions contemplated\nhereby and thereby.\n\n\n                                   ARTICLE IV\n\n\n \n                       CONDUCT PRIOR TO THE CLOSING DATE\n\n     4.1 MAINTENANCE OF BUSINESS.  During the period from the date hereof\nthrough the Closing, Seller and Summit shall use their commercially reasonable\nefforts (i) to preserve the Assets and maintain all equipment and machinery in\ngood working order, and (ii) keep available the services of key employees and\npreserve relationships with customers and suppliers.  During such period, Seller\nshall not, without the written consent of CSC (i) terminate the employment of\nany engineering or technical personnel or other key employees except for cause;\n(ii) alter any employee or personnel benefits; or (iii) dispose of any Assets\n(other than in the ordinary course of business and subject to the obligation to\nmaintain proper inventory levels).\n\n     4.2 NO SOLICITATION.  Until the Closing Date or the date of termination of\nthis Agreement pursuant to the provisions of Section 8.1 hereof, as the case may\nbe, neither Summit nor Seller will (nor will Seller or Summit permit any of\ntheir respective officers, directors, agents, representatives or Affiliates to)\ndirectly or indirectly, take any of the following actions with any party other\nthan CSC or Buyer and its designees:\n\n         (a) solicit, encourage, initiate or participate in any negotiations or\ndiscussions with respect to, any offer or proposal to, directly or indirectly,\nacquire all or any portion of the Assets or securities of Seller, whether by\nmerger, purchase of assets, security issuance or sale or otherwise,\n\n         (b) disclose any information not customarily disclosed to any person\nother than its attorneys or financial advisors concerning the Assets or afford\nto any person or entity access to Seller's properties, books or records, or\n\n         (c) assist or cooperate with any person to make any proposal to\npurchase all or any part of the Assets or acquire more than 50% of the Seller's\nvoting securities, other than selling products of Seller in the ordinary course\nof business and consistent with past practice.\n\n     In the event Summit or Seller shall receive any offer or proposal, directly\nor indirectly, of the type referred to in clause (a) or (c) above, or any\nrequest for disclosure or access pursuant to clause (b) above, Summit shall\npromptly inform Buyer as to any such offer or proposal.  If the Board of\nDirectors of Seller or Summit is advised by legal counsel that it must consider\nsuch offer or proposal, under applicable law, including fiduciary duties under\napplicable law, then the Seller shall provide Buyer with all written materials\nprepared by the Seller or the soliciting party in connection with such proposal,\nand shall at all times while such offer or solicitation is pending, keep Buyer\ninformed as to the status thereof.\n\n     4.3 BREAK-UP FEE.  Summit agrees to pay to Buyer the sum of two million\ndollars ($2,000,000) in the event that the Acquisition is not consummated for\nany reason other than a material breach of this Agreement by CSC or Buyer.\n\n\n                                   ARTICLE V\n\n                             ADDITIONAL AGREEMENTS\n\n     5.1 ACCESS TO INFORMATION.  Summit and Seller shall afford CSC and Buyer\nand their accountants, counsel and other representatives, reasonable access\nduring normal business hours during\n\n\n \nthe period prior to the Closing Date to (a) all of Seller's properties, books,\ncontracts, commitments and records, and (b) all other information concerning the\nAssets as Buyer may reasonably request.\n\n     5.2 CONFIDENTIALITY.  Each of the parties hereto hereby agrees to keep such\ninformation or knowledge obtained in any investigation pursuant to Section 5.1,\nor pursuant to the negotiation and execution of this Agreement and the Related\nAgreements or the effectuation of the transactions contemplated hereby and\nthereby, confidential; PROVIDED, HOWEVER, that the foregoing shall not apply to\ninformation or knowledge which (a) a party can demonstrate was already lawfully\nin its possession prior to the disclosure thereof by the other party, (b) is\ngenerally known to the public and did not become so known through any violation\nof law or this Agreement, (c) is disclosed by a third party without the\nviolation of an obligation to such other party, or (d) is required to be\ndisclosed by order of court or government agency with subpoena powers; provided,\nthat such party shall provide reasonable notice to each other party that it is\nrequired to disclose information pursuant to this Section 5.2(d).\n\n     5.3 EXPENSES.  Whether or not the Acquisition is consummated, all fees and\nexpenses incurred in connection with the Acquisition including, without\nlimitation, all legal, accounting, financial advisory, consulting and all other\nfees and expenses of third parties incurred by a party in connection with the\nnegotiation and effectuation of the terms and conditions of this Agreement and\nthe transactions contemplated hereby, shall be the obligation of the respective\nparty incurring such fees and expenses; PROVIDED, HOWEVER, that CSC and Summit\nshall each bear one-half of: (i) any filing fees required under the HSR Act;\n(ii) any fees, taxes and expenses incurred pursuant to Sections 1.1(b), 1.2(b)\nand 1.3(c) of this Agreement.\n\n     5.4 PUBLIC DISCLOSURE.  Unless otherwise required by law, prior to the\nClosing Date, no disclosure (whether or not in response to an inquiry) of the\nterms and conditions of this Agreement shall be made by any party hereto unless\napproved by CSC and Summit prior to release, provided that such approval shall\nnot be unreasonably withheld, and subject to Summit's and CSC's obligation to\ncomply with applicable securities laws.  The parties acknowledge and agree that\na press release or releases (in the form and substance mutually satisfactory to\nSummit and CSC) relating to the signing of this Agreement shall be issued by the\nparties hereto upon the signing of this Agreement.\n\n     5.5 CONSENTS.  Each party shall use its reasonable best efforts to obtain\nall necessary consents, waivers and approvals from any third parties, including,\nwithout limitation, under any of the Contracts as may be required in connection\nwith the Acquisition and so as to transfer to Buyer all rights in the Assets of\nSeller thereunder as of the Closing.\n\n     5.6 BEST EFFORTS.  Subject to the terms and conditions provided in this\nAgreement and to the fiduciary duties of the boards of directors of Summit and\nSeller, each party hereto shall use its respective reasonable best efforts to\ntake promptly, or cause to be taken, all actions, and to do promptly, or cause\nto be done, all things necessary, proper or advisable under applicable laws and\nregulations: to consummate and make effective the transactions contemplated\nhereby and by the Related Agreements, to obtain all necessary waivers, consents\nand approvals and to effect all necessary registrations and filings, and to\nremove or satisfy any conditions precedent under this Agreement, injunctions or\nother impediments or delays, legal or otherwise, in order to consummate and make\neffective the transactions contemplated by this Agreement and the Related\nAgreements for the purpose of securing to the parties hereto the benefits\ncontemplated hereby and thereby.\n\n     5.7 NOTIFICATION OF CERTAIN MATTERS.  Each party shall give prompt notice\nto each other party, of (i) the occurrence or non-occurrence of any event, the\noccurrence or non-occurrence of which is likely to cause any representation or\nwarranty of Summit, Seller, CSC or Buyer, respectively,\n\n\n \ncontained in this Agreement to be untrue or inaccurate at or prior to the\nClosing Date and (ii) any failure of Summit, Seller, CSC or Buyer, as the case\nmay be, to comply with or satisfy any covenant, condition or agreement to be\ncomplied with or satisfied by it hereunder; PROVIDED, HOWEVER, that the delivery\nof any notice pursuant to this Section 5.7 shall not limit or otherwise affect\nany remedies available to the party receiving such notice.\n\n     5.8  ADDITIONAL DOCUMENTS AND FURTHER ASSURANCES. Each party hereto, at\nthe request of another party hereto, shall execute and deliver such other\ninstruments and do and perform such other acts and things as may be necessary\nor desirable for effecting completely the consummation of this Agreement and\nthe Related Agreements and the transactions contemplated hereby and thereby.\n\n     5.9  TAX RETURNS.  Seller shall be responsible for and pay when due (i) all\nof Seller's Taxes attributable to or levied or imposed upon the Assets relating\nor pertaining to the period (or that portion of any period) ending on or prior\nto the Closing Date and (ii) all Taxes attributable to, levied or imposed upon,\nor incurred in connection with the Seller's business operations prior to the\nClosing Date.  Seller shall timely file within the time period for filing, or\nany extension granted with respect thereto, all of Seller's Tax Returns required\nto be filed in connection with the Assets and any portion of any such Tax\nReturns connected therewith shall be true and correct and completed in\naccordance with applicable laws.\n\n     5.10 AGREEMENT NOT TO HIRE.  Other than with the written consent of CSC,\nSummit and Seller agree not to solicit or hire any of the individuals hired by\nthe Buyer within thirty (30) days of the Closing, whether as employees or\notherwise, until the later of (i) termination of their employment with Buyer,\nand (ii) two years from the Closing Date.  Other than with the written consent\nof Summit, Buyer agrees not to solicit or hire any of the persons employed by\nSummit or its subsidiaries (other than Seller) as of the Closing Date, whether\nas employees or otherwise, until the later of (i) termination of their\nemployment with Summit or such subsidiaries and (ii) two years from the Closing\nDate.  Notwithstanding the foregoing, Buyer may offer employment to those\nemployees of Seller prior to the Closing as Buyer, in its sole and absolute\ndiscretion, shall select, such offers of employment to be contingent on the\nClosing.\n\n     5.11 HART-SCOTT-RODINO FILING.  Seller and Buyer shall promptly file with\nthe Federal Trade Commission and the Antitrust Division of the Department of\nJustice any notification and report required by the HSR Act, and, in the event\nthat any additional filings are required, and shall cooperate with each other\nwith respect to the foregoing.  The parties shall give each other prior notice\nand consult with each other prior to any meeting with the United States Federal\nTrade Commission or Department of Justice with respect to their respective\nfilings under the HSR Act or any review by either of the foregoing agencies.\nEach of the parties shall take all reasonable actions necessary to cause the\nexpiration of the waiting periods under the HSR Act as promptly as possible and\nshall promptly file any supplemental information which may be requested in\nconnection therewith.\n\n     5.12 COOPERATION BY SELLER.  Seller agrees to use its commercially\nreasonable efforts during the six (6) months after the Closing to provide\ncooperation between Seller's remaining personnel in Seller's offices and Buyer's\npersonnel to help assure an orderly transition of customer accounts and to help\nassure an orderly transition of the Assets.  Buyer shall reimburse Seller for\nthese services at Seller's cost (including fully burdened labor costs, materials\nand reasonable travel costs).  Summit agrees to use its commercially reasonable\nefforts to cooperate with CSC in the preparation and filing of any necessary\nreports with the Securities and Exchange Commission, and shall provide CSC with\nsuch information as CSC shall reasonably request for such purpose.\n\n\n \n                                   ARTICLE VI\n\n                         CONDITIONS TO THE ACQUISITION\n\n     6.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY TO EFFECT THE ACQUISITION.\n\n  The respective obligations of each party to this Agreement to effect the\nAcquisition shall be subject to the satisfaction or written waiver at or prior\nto the Closing Date of the following conditions:\n\n         (a) NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY.  No temporary restraining\norder, preliminary or permanent injunction or other order issued by any court of\ncompetent jurisdiction or other legal restraint or prohibition preventing the\nconsummation of the Acquisition shall be in effect, nor shall any proceeding\nbrought by an administrative agency or commission or other governmental\nauthority or instrumentality, domestic or foreign, seeking any of the foregoing\nbe pending; nor shall there be any action taken, or any statute, rule,\nregulation or order enacted, entered, enforced or deemed applicable to the\nAcquisition, which makes the consummation of the Acquisition illegal.\n\n         (b) CONSENTS AND GOVERNMENTAL APPROVALS.  All governmental approvals\nand third party consents required to be made or obtained by any party hereto in\nconnection with the execution and delivery of this Agreement and the Related\nAgreements or the consummation of the transactions contemplated hereby or\nthereby shall have been made or obtained and be in full force and effect.\nComplete and correct copies of all such governmental approvals and such consents\nshall have been delivered by each party to each other party.  Without limiting\nthe generality of the foregoing, the notifications of the parties pursuant to\nthe HSR Act, if any, shall have been made and the applicable waiting period and\nany extensions thereof shall have expired or been terminated.\n\n         (c) RELATED AGREEMENTS.  Buyer, Summit and Seller shall have executed\nand delivered the Related Agreements, and the Related Agreements shall be in\nfull force and effect.\n\n     6.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF SUMMIT AND SELLER.  The\nobligations of Summit and Seller to consummate and effect this Agreement and the\ntransactions contemplated hereby shall be subject to the satisfaction at or\nprior to the Closing Date of each of the following conditions, any of which may\nbe waived, in writing, exclusively by Seller and Summit, respectively:\n\n         (a) REPRESENTATIONS, WARRANTIES AND COVENANTS.  The representations and\nwarranties of CSC and Buyer in this Agreement not qualified as to materiality\nshall be true and correct in all material respects, and the representations and\nwarranties that are qualified as to materiality shall be true and correct, on\nand as of the Closing Date as though such representations and warranties were\nmade on and as of such time and Buyer shall have performed and complied in all\nmaterial respects with all covenants, obligations and conditions of this\nAgreement required to be performed and complied with by it as of the Closing\nDate.\n\n         (b) CERTIFICATE OF BUYER AND CSC.  Seller shall have been provided with\na certificate executed on behalf of Buyer and CSC by each of their respective\nChief Executive Officers and a Chief Financial Officers to the effect that, as\nof the Closing Date:\n\n               (i)  all representations and warranties made by Buyer and CSC in\n     this Agreement not qualified as to materiality are true and correct in all\n     material respects, and the representations and warranties that are\n     qualified as to materiality shall be true and correct; and\n\n\n \n               (ii) all covenants, obligations and conditions of this Agreement\n     and the Related Agreements to be performed by Buyer or CSC on or before\n     such date have been so performed in all material respects.\n\n     6.3 ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF CSC AND BUYER.  The\nobligations of CSC and Buyer to consummate and effect this Agreement and the\ntransactions contemplated hereby shall be subject to the satisfaction at or\nprior to the Closing Date of each of the following conditions, any of which may\nbe waived, in writing, exclusively by Buyer or CSC, respectively:\n\n         (a) REPRESENTATIONS, WARRANTIES AND COVENANTS.  The representations and\nwarranties of CSC and Seller in this Agreement not qualified as to materiality\nshall be true and correct in all material respects, and the representations and\nwarranties that are qualified as to materiality shall be true and correct, on\nand as of the Closing Date as though such representations and warranties were\nmade on and as of such time and Seller shall have performed and complied in all\nmaterial respects with all covenants, obligations and conditions of this\nAgreement required to be performed and complied with by it as of the Closing\nDate.\n\n         (b) CERTIFICATE OF SELLER AND SUMMIT.  Buyer shall have been provided\nwith a certificate executed on behalf of Seller and Summit by each of their\nrespective Chief Executive Officers and a Chief Financial Officers to the effect\nthat, as of the Closing Date:\n\n               (i)   all representations and warranties made by Seller and\n     Summit in this Agreement not qualified as to materiality are true and\n     correct in all material respects, and the representations and warranties\n     that are qualified as to materiality shall be true and correct;\n\n               (ii)  all covenants, obligations and conditions of this Agreement\n     and the Related Agreements to be performed by Seller or Summit on or before\n     such date have been so performed in all material respects;\n\n               (iii) since the date of signing this Agreement, there has\n     not occurred any event that would have a Material Adverse Effect.\n\n         (c) CLAIMS.  There shall not have occurred any claims (whether or not\nasserted in litigation) which materially and adversely affect the consummation\nof the transactions contemplated hereby or the Assets.\n\n         (d) NO INJUNCTIONS OR RESTRAINTS ON CONDUCT OF BUSINESS.  No temporary\nrestraining order, preliminary or permanent injunction or other order issued by\nany court of competent jurisdiction or other legal or regulatory restraint or\nprovision challenging Buyer's proposed acquisition of the Assets, or limiting or\nrestricting Buyer's conduct or operation of the business related to the Assets\nas conducted on the date of this Agreement following the Acquisition shall be in\neffect, nor shall any proceeding brought by an administrative agency or\ncommission or other governmental authority or instrumentality, domestic or\nforeign, seeking any of the foregoing be pending.\n\n         (e) NO MATERIAL ADVERSE EVENT.  Since the date of signing this\nAgreement, there has not occurred any event that would have a Material Adverse\nEffect.\n\n\n \n         (f) THIRD PARTY RIGHTS.  No third party shall have any right of any\nnature whatsoever (including, without limitation, any right to receive royalty\npayments) in respect of any of the Assets other than Liens for leased equipment.\n\n         (g) SATISFACTORY FORM OF LEGAL MATTERS.  The form, scope and substance\nof  all legal matters contemplated hereby and all closing documents and other\npapers  delivered hereunder shall be reasonably acceptable to counsel to Summit\nand CSC.\n\n         (h) CERTAIN ASSIGNMENTS.  Seller and\/or Summit, as applicable, shall\ndeliver such assignments of In-Licensed Intellectual Property as are necessary\nto transfer the Assets.\n\n                                  ARTICLE VII\n\n                    SURVIVAL OF REPRESENTATIONS, WARRANTIES,\n                   COVENANTS AND AGREEMENTS; INDEMNIFICATION\n\n     7.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The representations and\nwarranties of each party hereto set forth in this Agreement (as modified by the\nSeller Schedules and any Buyer Schedule) shall survive until the date that is\none year after the Closing Date; provided, however, the representations and\nwarranties contained in Sections 2.8, 2.10, 2.12(a) and 2.13 shall survive until\nthe date that is three (3) years after the Closing Date.  All covenants and\nagreements made by the parties to this Agreement which contemplate performance\nfollowing the Closing Date shall survive the Closing Date.  All other covenants\nand agreements, including without limitation Sections 4.2 and 4.3 of this\nAgreement, shall not survive the Closing Date and shall terminate as of the\nClosing.\n\n     7.2 OBLIGATION OF SUMMIT AND SELLER TO INDEMNIFY, REIMBURSE, ETC.  Subject\nto the limitations set forth in Sections 7.1, 7.5 and 7.6, Summit and Seller and\ntheir successors and assigns, jointly and severally, shall indemnify, reimburse,\ndefend and hold harmless Buyer and CSC and their respective successors and\nassigns and each of their respective directors, officers, employees, Affiliates,\nand their respective successors and assigns from and against any claims, losses,\nliabilities, damages, causes of action, costs and expenses (including reasonable\nattorney's, accountant's, consultant's and expert's fees and expenses)\n(collectively \"Losses\") resulting from, imposed upon, incurred or suffered by\nany of them, directly or indirectly, based upon, arising out of or otherwise in\nrespect of (i) any inaccuracy in or any breach of any representation or warranty\nof Summit or Seller (after taking into account the exceptions to such\nrepresentations and warranties which are set forth on the Seller Schedules), and\n(ii) the nonfulfillment or breach on the part of Summit or Seller of any\nunwaived covenant or agreement set forth in this Agreement which survives the\nClosing Date in accordance with Section 7.1.\n\n     7.3 OBLIGATION OF BUYER TO INDEMNIFY, REIMBURSE, ETC.  Subject to the\nlimitations set forth in Sections 7.1 and 7.5, Buyer and CSC and their\nrespective successors and assigns, jointly and severally, shall indemnify,\ndefend and hold harmless Summit and Seller and their respective successors and\nassigns and each of their respective directors, officers, employees, Affiliates,\nand their respective successors and assigns from and against any Losses\nresulting from, imposed upon, incurred or suffered by any of them, directly or\nindirectly, based upon, arising out of or otherwise in respect of (i) any\ninaccuracy in or breach of any representation or warranty of Buyer (after taking\ninto account the exceptions to such representations and warranties which are set\nforth on a Buyers' Schedule, if any, which will be delivered, if applicable, at\nthe Closing) and (ii) the nonfulfillment on the part of Buyer of any unwaived\ncovenant or agreement set forth in this Agreement which survives the Closing\nDate in accordance with Section 7.1.\n\n\n \n     7.4 NOTICE AND OPPORTUNITY TO DEFEND AGAINST THIRD PARTY CLAIMS.\n\n         (a) Promptly after receipt from any third party by any party hereto of\na written notice of any demand, claim or circumstance that, immediately or with\nthe lapse of time, would give rise to a claim or the commencement (or threatened\ncommencement) of any action, proceeding or investigation (an \"Asserted\nLiability\") that may result in Losses for which indemnification may be sought\nhereunder, the party seeking indemnification pursuant to Section 7.2 or 7.3 (the\n\"Indemnitee\") shall give written notice thereof (the \"Claims Notice\") to the\nparty obligated to provide indemnification pursuant to Section 7.2 or 7.3 (the\n\"Indemnifying Party\"), PROVIDED, HOWEVER, that a failure to give such notice\nshall not prejudice the Indemnitee's right to indemnification hereunder except\nto the extent that the Indemnifying Party is actually and materially prejudiced\nthereby.  The Claims Notice shall describe the Asserted Liability in reasonable\ndetail, and shall indicate the amount (estimated, if necessary) of the Losses\nthat have been or may be suffered by the Indemnitee when such information is\navailable.\n\n         (b) The Indemnifying Party may elect to compromise or defend, at its\nown expense and by its own counsel, any Asserted Liability.  If the Indemnifying\nParty elects to compromise or defend such Asserted Liability, it shall, within\n20 business days following its receipt of the Claims Notice (or sooner, if the\nnature of the Asserted Liability so requires) notify the Indemnitee of its\nintent to do so, and the Indemnitee shall cooperate, at the expense of the\nIndemnifying Party, in the compromise of, or defense against, such Asserted\nLiability.  If the Indemnifying Party elects not to compromise or defend the\nAsserted Liability, fails to notify the Indemnitee of its election as herein\nprovided or contests its obligation to provide indemnification under this\nAgreement, the Indemnitee may pay, compromise or defend such Asserted Liability\nwith all reasonable costs and expenses borne by the Indemnifying Party.\nNotwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee\nmay settle or compromise any claim without the consent of the other party,\nPROVIDED, HOWEVER, that such consent to settlement or compromise shall not be\nunreasonably withheld.  In any event, the Indemnitee and the Indemnifying Party\nmay participate, at their own expense, in the defense of such Asserted\nLiability; PROVIDED, HOWEVER, that if the Indemnitee reasonably determines that\nthere is a conflict of interest between the Indemnified Party and the\nIndemnitee, the fees of such counsel shall be borne by the Indemnifying Party.\nIf the Indemnifying Party chooses to defend any claim, the Indemnitee shall make\navailable to the Indemnifying Party any books, records or other documents within\nits control that are necessary or appropriate for such defense.\n\n     7.5 PROCEDURE FOR INDEMNIFICATION WITH RESPECT TO NON-THIRD PARTY CLAIMS.\nIn the event that CSC and Buyer, on the one hand, and Summit and Seller, on the\nother hand, assert the existence of a claim giving rise to Losses (but excluding\nclaims resulting from the assertion of liability by third parties), Indemnitee\nshall give write notice to the Indemnifying Party.  Such written notice shall\nstate that it is being given pursuant to this Section 7.5, specify the nature\nand amount of the claim asserted and indicate the date on which such assertion\nshall be deemed accepted and the amount of the claim deemed a valid claim (such\ndate to be established in accordance with the next sentence).  If Indemnifying\nParty, within sixty (60) days after the mailing of notice by Indemnitee, shall\nnot give written notice to Indemnitee announcing its intent to contest such\nassertion of Indemnitee, such assertion shall be deemed accepted and the amount\nof claim shall be deemed a valid claim.  In the event, however, that\nIndemnifying Party contests the assertion of a claim by giving such written\nnotice to Indemnitee within said period, then the parties shall act in good\nfaith to reach agreement regarding such claim.  In the event that litigation\nshall arise with respect to any such claim, the prevailing party shall be\nentitled to reimbursement of costs and expenses incurred in connection with such\nlitigation, including attorney's fees, if the parties hereto, acting in good\nfaith, cannot reach agreement with respect to such claim within ten (10) days\nafter such notice.\n\n\n \n     7.6 NET INDEMNITY.  The amount of any Losses from and against which either\nparty is liable to indemnify, reimburse, defend and hold harmless the other\nparty or any other person pursuant to Section 7.2 or Section 7.3 shall be\nreduced by any insurance or other recoveries or any tax benefit that such\nindemnified person realizes or may realize as a result of or in connection with\nsuch Loss and increased by any taxes such indemnified person realizes or may\nrealize in respect of indemnification for such Loss.\n\n     7.7 LIMITS ON INDEMNIFICATION.  Absent fraud or willful misconduct of any\nparty (for which there shall be no limitation of liability of any party), no\nparty shall have any right to seek indemnification under this Agreement (i)\nuntil Losses which would otherwise be indemnifiable hereunder and have been\nincurred by such party and other indemnitees associated with or related to such\nparty exceed $100,000 after insurance or other recoveries and on an after-tax\nbasis in the aggregate (provided that after such $100,000 amount has been\nsatisfied, the Indemnitee shall be entitled to recover all Losses, including\nsuch $100,000 amount); or (ii) for an aggregate amount in excess of $5,000,000.\nThe parties to this Agreement shall have liabilities and obligations for Losses\nunder this Article VII only with respect to claims submitted or notice of claims\nprovided during the relevant time period of survivability of the specific\nrepresentation, warranty, covenant or agreement as set forth herein.\nNotwithstanding the expiration dates of the representations, warranties,\ncovenants and agreements set forth herein, if any party to this Agreement shall\nprovide notice to the other parties with respect to the submission of a claim\nduring the time period of survivability of such representation, warranty,\ncovenant or agreement, such Indemnifying Party's (as defined herein) liability\nor obligation for Losses identified in such notice shall continue in full force\nand effect until a final determination of such liability or obligation with\nrespect to those claims timely made.\n\n\n                                  ARTICLE VIII\n\n                       TERMINATION, AMENDMENT AND WAIVER\n\n     8.1 TERMINATION.  Except as provided in Section 8.2 below, this Agreement\nmay be terminated and the Acquisition abandoned at any time prior to the Closing\nDate:\n\n         (a) by mutual consent of Seller and Buyer;\n\n         (b) by CSC or Summit if: (i) there shall be a final nonappealable order\nof a federal or state court in effect preventing consummation of the\nAcquisition; or (ii) there shall be any statute, rule, regulation or order\nenacted, promulgated or issued or deemed applicable to the Acquisition by any\nGovernmental Entity that would make consummation of the Acquisition illegal;\n\n         (c) by CSC if there shall be any action taken, or any statute, rule,\nregulation or order enacted, promulgated or issued or deemed applicable to the\nAcquisition by any Governmental Entity, which: (i) results in the issuance of\nsuch an order or injunction, or the imposition against any party hereto of\nsubstantial damages if the Acquisition is consummated, (ii) prohibits CSC's or\nBuyer's ownership or operation of all or a material portion of the Assets or\ncompels the Buyer or Seller to dispose of or hold separate all or a material\nportion of the Assets of Buyer or Seller as a result of the sale of the Assets,\n(iii) materially limits or restricts Buyer's conduct or operation of the Assets\nafter the Closing, or (iv) renders any party hereto unable to consummate the\nsale of the Assets.  In the event any such order or injunction shall have been\nissued, each party agrees to use its reasonable efforts to have any such\ninjunction lifted;\n\n\n \n         (d) by CSC if it is not in material breach of its obligations under\nthis Agreement or the Related Agreements and there has been a material breach of\nany representation, warranty, covenant or agreement contained in this Agreement\nor the Related Agreements on the part of Summit or Seller and such breach has\nnot been cured within ten (10) business days after written notice to Summit and\nSeller (provided that, no cure period shall be required for a breach which by\nits nature cannot be cured);\n\n         (e) by Summit if it is not in material breach of its obligations under\nthis Agreement and there has been a material breach of any representation,\nwarranty, covenant or agreement contained in this Agreement or the Related\nAgreements on the part of CSC or Buyer and such breach has not been cured within\nten (10) business days after written notice to CSC and Buyer (provided that, no\ncure period shall be required for a breach which by its nature cannot be cured).\n\n     8.2 EFFECT OF TERMINATION.  In the event of termination of this Agreement\nas provided in Section 8.1, this Agreement shall forthwith become void and there\nshall be no liability or obligation on the part of any party hereto, or their\nrespective officers, directors, securityholders or Affiliates, provided that\neach party shall remain liable for any breaches of this Agreement prior to its\ntermination; and provided further that, the provisions of Sections 4.3, 5.2,\n5.3, 5.4, 5.12 and 9.7 of this Agreement shall remain in full force and effect\nand survive any termination of this Agreement.\n\n     8.3 AMENDMENT.  This Agreement may be amended by the parties hereto at any\ntime by execution of an instrument in writing signed on behalf of each of the\nparties hereto.\n\n     8.4 EXTENSION; WAIVER.  At any time prior to the Closing Date, CSC, on the\none hand, and Summit, on the other, may, to the extent legally allowed, (i)\nextend the time for the performance of any of the obligations of the other party\nhereto, (ii) waive any inaccuracies in the representations and warranties made\nto such party contained herein or in any document delivered pursuant hereto, and\n(iii) waive compliance with any of the agreements or conditions for the benefit\nof such party or Seller or Buyer, as applicable, contained herein.  Any\nagreement on the part of a party hereto to any such extension or waiver shall be\nvalid only if set forth in an instrument in writing signed on behalf of such\nparty and shall not be deemed to be a waiver or extension of any other condition\nor breach of any other representation or warranty nor shall the forbearance by\nany party to seek a remedy for any noncompliance or breach by any other party\nhereto be deemed to be a waiver by such party of any rights or remedies with\nrespect to such breach or noncompliance.\n\n                                   ARTICLE IX\n\n                               GENERAL PROVISIONS\n\n     9.1 NOTICES.  All notices and other communications hereunder shall be in\nwriting and shall be deemed given if delivered personally or BY commercial\ndelivery service, or mailed by registered or certified mail (return receipt\nrequested) or sent via telecopy (with acknowledgment of complete transmission)\nto the parties at the following addresses (or at such other address for a party\nas shall be specified by like notice):\n\n         (a)  if to Buyer, to:\n\n              Credence Systems Corporation\n              215 Fourier Avenue\n              Fremont, California 94539\n\n\n \n              Attention:  Wilmer R. Bottoms\n              Telecopy No.: (510) 623-2547\n\n              with a copy to:\n\n              Brobeck, Phleger &amp; Harrison LLP\n              2200 Geng Road\n              Two Embarcadero Place\n              Palo Alto, CA 94303\n              Attention:  Warren T. Lazarow, Esq.\n              Telecopy No.: (415) 496-2733\n\n         (b)  if to Seller or Summit, to:\n\n              Summit Design, Inc.\n              9305 S.W. Gemini Drive\n              Beaverton, Oregon 97008\n              Attention:  Larry Gerhard\n              Telecopy No.: (503) 646-9320\n\n              with a copy to:\n\n              Wilson Sonsini Goodrich &amp; Rosati, P.C.\n              650 Page Mill Road\n              Palo Alto, California 94304\n              Attention:  Steven V. Bernard, Esq.\n              Telecopy No.: (415) 493-6811\n\n     9.2 INTERPRETATION.  When a reference is made in this Agreement to\nSchedules or Exhibits, such reference shall be to a Schedule or Exhibit to this\nAgreement unless otherwise indicated.  The words \"include,\" \"includes\" and\n\"including\" when used herein shall be deemed in each case to be followed by the\nwords \"without limitation.\" The table of contents and headings contained in this\nAgreement are for reference purposes only and shall not affect in any way the\nmeaning or interpretation of this Agreement.\n\n     9.3 COUNTERPARTS.  This Agreement may be executed in one or more\ncounterparts, all of which shall be considered one and the same agreement and\nshall become effective when one or more counterparts have been signed by each of\nthe parties and delivered to the other party, it being understood that all\nparties need not sign the same counterpart.\n\n     9.4 ENTIRE AGREEMENT.  This Agreement, the schedules and exhibits hereto\nand the Related Agreements: (a) constitute the entire agreement among the\nparties with respect to the subject matter hereof and supersede all prior\nagreements and understandings, both written and oral, among the parties with\nrespect to the subject matter hereof; (b) are not intended to confer upon any\nother person any rights or remedies hereunder, unless expressly provided\notherwise; and (c) shall not be assigned by operation of law or otherwise except\nas otherwise specifically provided.\n\n     9.5 SEVERABILITY.  In the event that any provision of this Agreement or the\napplication thereof, becomes or is declared by a court of competent jurisdiction\nto be illegal, void or unenforceable, the remainder of this Agreement will\ncontinue in full force and effect and the application of such\n\n\n \nprovision to other persons or circumstances will be interpreted so as reasonably\nto effect the intent of the parties hereto.  The parties further agree to\nreplace such void or unenforceable provision of this Agreement with a valid and\nenforceable provision that will achieve, to the extent possible, the economic,\nbusiness and other purposes of such void or unenforceable provision.\n\n     9.6 OTHER REMEDIES.  Any and all remedies herein expressly conferred upon a\nparty will be deemed cumulative with and not exclusive of any other remedy\nconferred hereby, or by law or equity upon such party, and the exercise by a\nparty of any one remedy will not preclude the exercise of any other remedy.\nOther than equitable remedies available to any party or claims based on fraud,\nArticle VII hereto shall be the sole remedy of any party hereto for breaches of\nrepresentations, warranties, covenants and agreements set forth in this\nAgreement.\n\n     9.7 GOVERNING LAW.  This Agreement shall be governed by and construed in\naccordance with the laws of the State of California, regardless of the laws that\nmight otherwise govern under applicable principles of conflicts of laws thereof.\nTitle to the Assets shall pass in the State of Oregon.\n\n     9.8 RULES OF CONSTRUCTION.  The parties hereto agree that they have been\nrepresented by counsel during the negotiation and execution of this Agreement\nand, therefore, waive the application of any law, regulation, holding or rule of\nconstruction providing that ambiguities in an agreement or other document will\nbe construed against the party drafting such agreement or document.\n\n     9.9 DISCLAIMER OF PROJECTIONS.  With respect to any of the representations\nand warranties contained in Section 2.20 of this Agreement relating to any\nfinancial projection or forecast with respect to the Assets delivered by or on\nbehalf of Seller or Summit to Buyer, Buyer acknowledges that to the extent such\nprojections or forecasts were made in good faith: (A) there are uncertainties\ninherent in attempting to make such projections and forecasts; (B) it is\nfamiliar with such uncertainties; (C) it is taking full responsibility for\nmaking its own evaluation of the adequacy and accuracy of all such projections\nand forecasts so furnished to it; and (D) it shall have no claim against Seller\nor Summit with respect to any such projection or forecast.\n\n     9.10  NO WARRANTY ON INVENTORY.  WITH RESPECT TO ANY INVENTORY OF SELLER\nINCLUDED IN THE ASSETS, BUYER ACKNOWLEDGES THAT SELLER TS TRANSFERING SUCH\nINVENTORY \"AS IS\" WITHOUT ANY REPRESENTATIONS OR WARRANTIES REGARDING\nFUNCTIONALITY, PERFORMANCE, USE, OPERATION OR SPECIFICATIONS, AND WITHOUT\nEXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING BUT NOT\nLIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR\nPURPOSE OR NONINFRINGEMENT (EXCEPT THE EXPRESS REPRESENTATIONS, WARRANTIES AND\nCOVENANTS SET FORTH HEREIN).  IN NO EVENT SHALL SELLER OR SUMMIT BE LIABLE TO\nBUYER FOR LOSS OF PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, OR OTHER\nSPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WITH RESPECT TO A DEFECT IN SUCH\nINVENTORY.\n\n     9.11  COOPERATION AND RECORDS RETENTION.  The parties hereto shall (i) each\nprovide the other with such assistance as may reasonably be requested by them in\nconnection with the preparation of any filing with the Securities and Exchange\nCommission or any tax return, statement, report, form or other document\n(hereinafter, collectively, a \"Tax Return\"), or in connection with any audit or\nother examination by any taxing authority or any judicial or administrative\nproceedings relating to liability for Taxes or filing with the Securities and\nExchange Commission, (ii) each retain and provide the other with any records or\nother information which may be relevant to any such Tax Return, audit or\n\n\n \nexamination, proceeding or determination, and (iii) each provide the other with\nany final determination of any such audit or examination, proceeding or\ndetermination that affects any amount required to be shown on any Tax Return of\nthe other for any period.  Without limiting the generality of the foregoing,\neach party hereto shall retain, until the applicable statute of limitations\n(including any extensions) have expired, copies of all Tax Returns, supporting\nwork schedules and other records or information which may be relevant to such\nTax Returns for all tax periods or portions thereof ending before or including\nthe Closing Date and shall not destroy or otherwise dispose of any such records\nwithout first providing the other party with a reasonable opportunity to review\nand copy the same.\n\n9.12 SUCCESSORS AND ASSIGNS.  All of the terms and conditions of this Agreement\nshall be binding upon, and shall insure to the benefit of the parties hereto and\ntheir respective heirs, legal representatives, successors and assigns.\n\n                 [Remainder of page intentionally left blank.]\n\n\n \n     IN WITNESS WHEREOF, CSC, Buyer, Seller and Summit have caused this\nAgreement to be signed by their duly authorized respective officers, all as of\nthe date first written above.\n\n                               TEST SYSTEMS STRATEGIES, INC.,\n                               a Delaware corporation\n\n\n\n                               By:\n                                  ------------------------------------\n\n                               Name:\n                                    ----------------------------------\n\n                               Title:\n                                     ---------------------------------\n\n                               CREDENCE SYSTEMS CORPORATION\n\n\n                               By:    \/s\/ Richard Y. Okumoto\n                                  ------------------------------------\n                        \n                               Name:  Richard Y. Okumoto\n                                    ----------------------------------\n                \n                               Title: Exec. V.P. &amp; CFO\n                                     ---------------------------------\n\n\n\n                               TEST SYSTEMS STRATEGIES, INC.,\n                               a Delaware corporation\n\n\n                               By:    \/s\/ Larry J. Gerhard\n                                  ------------------------------------\n\n                               Name:  Larry J. Gerhard\n                                    ----------------------------------\n\n                               Title: President, CEO\n                                     ---------------------------------\n\n\n\n                               SUMMIT DESIGN INC.\n\n\n                               By:    \/s\/ Larry J. Gerhard\n                                  ------------------------------------\n\n                               Name:  Larry J. Gerhard\n                                    ----------------------------------\n\n                               Title: President, CEO\n                                     ---------------------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7232,7862],"corporate_contracts_industries":[9513,9512],"corporate_contracts_types":[9623,9622],"class_list":["post-43289","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-credence-systems-corp","corporate_contracts_companies-innoveda-inc","corporate_contracts_industries-technology__software","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43289","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43289"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43289"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43289"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43289"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}