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Asset Purchase Agreement
Asset Purchase Agreement (159K)
Doc #131862: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
BY AND BETWEEN
ASK JEEVES, INC.
AND
KANISA INC.
RELATING TO
JEEVES SOLUTIONS
DATED AS OF May 28, 2003
{PAGE}
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into
this 28th day of May, 2003, by and between Ask Jeeves, Inc., a Delaware
corporation ("SELLER"), and Kanisa Inc., a Delaware corporation ("BUYER").
RECITALS
WHEREAS, Jeeves Solutions ("SOLUTIONS") is a business unit of Seller and
Seller is the sole owner of the assets of Solutions;
WHEREAS, Solutions designs, creates, markets and sells self-service search
solutions to corporate customers; and
WHEREAS, Seller desires to sell, and Buyer desires to acquire, certain of
the assets of Solutions and in connection therewith Buyer will assume certain of
the liabilities of Solutions on the terms and subject to the conditions set
forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained herein, the parties hereby agree as follows:
SECTION 1. SALE OF ASSETS AND ASSUMPTION OF LIABILITIES
1.1 PURCHASE AND SALE OF ASSETS. Upon the terms and subject to the
conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the parties, on the Closing Date (as defined in
Section 3.1 hereof), Seller agrees to sell, convey, assign, transfer and deliver
to Buyer, and Buyer agrees to purchase, acquire and accept from Seller, the
Purchased Assets (as hereinafter defined). For purposes of this Agreement,
"PURCHASED ASSETS" means all of Seller's right, title and interest in and to the
assets, rights and properties used exclusively in the business of Solutions,
other than the Excluded Assets (as defined in Section 1.2 hereof), it being
understood that the Purchased Assets include, without limitation, the following:
(a) CUSTOMER CONTRACTS. The contracts, purchase and sales orders and
commitments, and other agreements, in each case with customers of
Solutions, set forth on Schedule 1.1(a) hereto (the "CUSTOMER CONTRACTS"),
provided that only Customer Contracts that are assigned to Buyer in
accordance with the provisions of this Agreement shall constitute
Purchased Assets;
(b) OTHER CONTRACTS. The contracts other than Customer Contracts set
forth on Schedule 1.1(b) hereto (collectively with the Customer Contracts,
the "ASSUMED CONTRACTS");
(c) EQUIPMENT AND PERSONAL PROPERTY. The equipment and tangible
personal property set forth on Schedule 1.1(c);
131862
|
 CSFB LLC
As referenced in this Asset Purchase Agreement:
Credit Suisse First Boston LLC – that neither it nor any of
its affiliates has dealt with any broker or finder in this transaction, except
that Seller has retained Credit Suisse First Boston LLC (it being understood
that Seller shall be solely responsible for the fees and expenses of Credit
Suisse First Boston LLC), and each
_____________
Credit
Suisse First Boston LLC) – Seller has retained Credit Suisse First Boston LLC (it being understood
that Seller shall be solely responsible for the fees and expenses of Credit
Suisse First Boston LLC) , and each agrees to indemnify the other against any
loss, cost or expense, including reasonable attorneys' fees, incurred as a
result of
_____________
dt 98930
;
Ask Jeeves
As referenced in this Asset Purchase Agreement:
ASK JEEVES, – EX-10.1
{SEQUENCE}3
{FILENAME}f90570exv10w1.txt
{DESCRIPTION}EXHIBIT 10.1
{TEXT}
{PAGE}
EXHIBIT 10.1
ASSET PURCHASE AGREEMENT
BY AND BETWEEN
ASK JEEVES, INC.
AND
KANISA INC.
RELATING TO
JEEVES SOLUTIONS
DATED AS OF May 28, 2003
{PAGE}
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (
_____________
Ask Jeeves, – ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into
this 28th day of May, 2003, by and between Ask Jeeves, Inc., a Delaware
corporation ("SELLER"), and Kanisa Inc., a Delaware corporation ("BUYER").
RECITALS
WHEREAS, Jeeves Solutions ("SOLUTIONS") is a business unit of
_____________
"Ask Jeeves, – of deposit and U.S.
government obligations);
(e) TRADE NAME. All right, title or interest in, to and under the
names "ask.com," "Ask Jeeves, " "Jeeves Solutions," "jeevessolutions.com,"
"JeevesOne" and "Jeeves" or any derivation of any of the foregoing;
(f) ACCOUNTS RECEIVABLE. The accounts receivable of
_____________
Ask Jeeves – connection with the
Closing or (iii) for purposes of clarity, the obligations of Seller to
sell, distribute and support the "Answers" solution to Ask Jeeves Japan
and the obligations of Ask Jeeves Japan to sell, distribute and support
the "Answers" solution (collectively, the "EXCLUDED LIABILITIES"), in each
case
_____________
Ask Jeeves – purposes of clarity, the obligations of Seller to
sell, distribute and support the "Answers" solution to Ask Jeeves Japan
and the obligations of Ask Jeeves Japan to sell, distribute and support
the "Answers" solution (collectively, the "EXCLUDED LIABILITIES"), in each
case other than the Assumed Liabilities. The term "
_____________
dt 219507
;
 Latham & Watkins
As referenced in this Asset Purchase Agreement:
Latham & Watkins – 408) 863-5800
Fax: (408) 863-5810
Attention: Chief Executive Officer
with a copy to:
Latham & Watkins LLP
135 Commonwealth Drive
Menlo Park, CA 94025
Telephone: (650) 328-4600
Fax: (650) 463-
Latham & Watkins – Cupertino, California 95014
Attention: Chief Executive Officer
Facsimile: (408) 863-5800
with a copy to:
Latham & Watkins LLP
135 Commonwealth Drive
Menlo Park, California 94025
Attention: Robert A. Koenig
Facsimile: (650) 463-
Latham & Watkins – Cupertino, California 95014
Attention: Chief Executive Officer
Facsimile: (408) 863-5800
With a copy to:
Latham & Watkins LLP
135 Commonwealth Drive
Menlo Park, California 94025
Attention: Robert A. Koenig
Facsimile: (650) 463-
dt 31141
;
|
O'Melveny
As referenced in this Asset Purchase Agreement:
O'Melveny & Myers – of the conditions set forth in Section 9 (the
"CLOSING DATE"), in the offices of O'Melveny & Myers LLP, 990 Marsh Road, Menlo
Park, California 94025, or at such other time and place
O'Melveny & Myers – 985-7400
Fax: (510) 985-7410
Attention: Brett Robertson, General Counsel
with a copy to:
O'Melveny & Myers LLP
990 Marsh Road
Menlo Park, CA 94025
Telephone: (650) 473-2600
Fax: (650) 473-
O'Melveny & Myers – California 94608
Attention: General Counsel
Facsimile: (510) 985-7410
2
{PAGE}
with a copy to:
O'Melveny & Myers LLP
990 Marsh Road
Menlo Park, California 94025
Attention: Karen Dreyfus
Facsimile: (650) 473-2601
O'Melveny & Myers – California 94608
Attention: Brett Robertson, General Counsel
Facsimile: (510) 985-7410
With a copy to:
O'Melveny & Myers LLP
990 Marsh Road
Menlo Park, California 94025
Attention: Karen Dreyfus
Facsimile: (650) 473-2601
dt 32660
;
Kanisa Inc.
|
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| 2004 |
Asset Purchase Agreement
Asset Purchase Agreement (305K)
Doc #315482: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
among
CVS PHARMACY, INC.
CVS CORPORATION
J.C. PENNEY COMPANY, INC. and
SELLERS LISTED ON EXHIBIT A ATTACHED HERETO
dated as of April 4, 2004
================================================================================
{PAGE}
TABLE OF CONTENTS
-----------------
PAGE
----
ARTICLE 1
PURCHASE AND SALE
Section 1.01. Purchase and Sale of Purchased Assets...........................2
Section 1.02. Excluded Assets.................................................5
Section 1.03. Assumed Liabilities.............................................6
Section 1.04. Excluded Liabilities............................................7
Section 1.05. Purchase of Southern Entity Shares..............................8
Section 1.06. Financial Statements............................................8
Section 1.07. Unadjusted Purchase Price.......................................8
Section 1.08. Conditional Purchase Price Adjustment...........................9
Section 1.09. Estimated Purchase Price........................................9
Section 1.10. Physical Inventory..............................................9
Section 1.11. Closing Working Capital Adjustment.............................10
Section 1.12. Intercompany Obligations.......................................12
Section 1.13. Failed Landlord Consents.......................................12
Section 1.14. Closing........................................................14
Section 1.15. Deliveries At The Closing......................................14
Section 1.16. Nonassignable Leases and Contracts.............................17
Section 1.17. Obligation of the Purchaser to Perform.........................18
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE PARENT
Section 2.01. Representations and Warranties Regarding the Parent
and the Sellers..............................................18
Section 2.02. Representations and Warranties Regarding the
Southern Business............................................20
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF CVS AND THE PURCHASER
Section 3.01. Organization, Standing and Corporate Power.....................34
Section 3.02. Authority of Purchaser; Noncontravention.......................34
Section 3.03. Authority of CVS; Noncontravention.............................35
Section 3.04. Governmental Consents and Approvals............................36
Section 3.05. Brokers........................................................36
Section 3.06. Financing......................................................36
Section 3.07. Investment Intent..............................................36
Section 3.08. Sophistication of the Purchaser................................37
{PAGE}
ARTICLE 4
COVENANTS
Section 4.01. Conduct of Business............................................37
Section 4.02. Casualty; Condemnation.........................................42
Section 4.03. Acquisition Proposals; Inconsistent Activities.................42
Section 4.04. Access To Information; Confidentiality; Data
Bridge Development...........................................43
Section 4.05. Reasonable Best Efforts; Regulatory Matters....................44
Section 4.06. Public Announcements...........................................47
Section 4.07. Further Assurances; No Hindrances..............................48
Section 4.08. Notices of Certain Events......................................48
Section 4.09. Notice of Possible Breach......................................48
Section 4.10. Prescription Files.............................................48
Section 4.11. Tax Matters....................................................48
Section 4.12. Tax Matters Relating To The Southern Entities..................53
Section 4.13. Employee Matters...............................................59
Section 4.14. Guarantee Releases under Certain Contracts.....................63
Section 4.15. Contractual Overpayments.......................................63
Section 4.16. Framework Agreement............................................63
Section 4.17. Parent PBM Agreement...........................................64
Section 4.18. Title and Survey...............................................64
Section 4.19. Environmental Inspections......................................65
Section 4.20. Prorations.....................................................66
Section 4.21. Medicare And Medicaid Provider Numbers.........................66
Section 4.22. Non-solicitation...............................................66
Section 4.23. Monthly Financial Reports......................................67
Section 4.24. Texas Certifications...........................................67
Section 4.25. Northern Sites.................................................67
Section 4.26. Insurance Claims Administration................................67
Section 4.27. Controlled Substances Inventory................................67
Section 4.28. JCP Telemarketing Agreement....................................67
Section 4.29. Sharing of Net Real Estate Costs in CN States..................68
Section 4.30. EDC Licensing, Inc.............................................68
ARTICLE 5
CONDITIONS PRECEDENT
Section 5.01. Conditions to Each Party's Obligation..........................68
Section 5.02. Conditions to Obligations of the Parent and the Sellers........69
Section 5.03. Conditions to Obligations of the Purchaser.....................69
ARTICLE 6
TERMINATION, AMENDMENT AND WAIVER
Section 6.01. Termination....................................................70
Section 6.02. Effect of Termination..........................................71
ii
{PAGE}
Section 6.03. Amendment......................................................71
Section 6.04. Extension; Waiver..............................................71
ARTICLE 7
INDEMNIFICATION
Section 7.01. Indemnification By The Parent..................................72
Section 7.02. Indemnification by CVS.........................................73
Section 7.03. Notice And Resolution of Claims................................74
Section 7.04. Limits on Indemnification......................................75
Section 7.05. Indemnity Payments.............................................76
Section 7.06. Coordination With Tax Covenant.................................76
Section 7.07. Knowledge......................................................76
315482
|
CSFB LLC
As referenced in this Asset Purchase Agreement:
Credit
Suisse First Boston LLC – bylaws of each of the
Southern Entities as currently in effect.
33
{PAGE}
(y) Brokers. No broker, finder or investment banker (other than Credit
Suisse First Boston LLC , the fees and expenses of which will be paid by the
Parent) is entitled to any brokerage, finder's or other fee
_____________
dt 488506
;
J.C. Penney
As referenced in this Asset Purchase Agreement:
J.C. PENNEY CO – {DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}3
{FILENAME}edgarapa.txt
{TEXT}
================================================================================
ASSET PURCHASE AGREEMENT
among
CVS PHARMACY, INC.
CVS CORPORATION
J.C. PENNEY CO MPANY, INC. and
SELLERS LISTED ON EXHIBIT A ATTACHED HERETO
dated as of April 4, 2004
================================================================================
{PAGE}
TABLE OF CONTENTS
-----------------
PAGE
----
ARTICLE 1
_____________
J.C. Penney Co – this
"Agreement"), is made and entered into among CVS Pharmacy, Inc., a Rhode Island
corporation (the "Purchaser"), CVS Corporation, a Delaware corporation ("CVS"),
J.C. Penney Co mpany, Inc., a Delaware corporation (the "Parent"), and the
Sellers listed on Exhibit A attached hereto (including, Eckerd Corporation, a
Delaware corporation ("Eckerd"),
_____________
J.C. Penney Co – Southern Business Employee under
each nonqualified employee benefit plan listed in Section 4.13(b)(iii) of
the Disclosure Schedule and under the J.C. Penney Co rporation, Inc. Mirror
Savings Plans I and II, the J.C. Penney Corporation, Inc. Mirror Savings
Plan III, the Supplemental Retirement Program for
_____________
J.C. Penney Co – 4.13(b)(iii) of
the Disclosure Schedule and under the J.C. Penney Corporation, Inc. Mirror
Savings Plans I and II, the J.C. Penney Co rporation, Inc. Mirror Savings
Plan III, the Supplemental Retirement Program for Management Profit-Sharing
Associates of J. C. Penney Corporation, Inc., and the
_____________
J.C. PENNEY CO – and
Chief Executive Officer
CVS PHARMACY, INC.
By: /s/ Thomas M. Ryan
-------------------------------
Name: Thomas M. Ryan
Title: Chairman, President and
Chief Executive Officer
J.C. PENNEY CO MPANY, INC.
By: /s/ Charles R. Lotter
-------------------------------
Name: Charles R. Lotter
Title: Executive Vice President,
Secretary and General Counsel
ECKERD CORPORATION
By: /s/
_____________
dt 430419
;
|
Goldman, Sachs
As referenced in this Asset Purchase Agreement:
Goldman, Sachs & Co. – individually or in
the aggregate, a Purchaser Effect.
Section 3.05. Brokers. No broker, finder or investment banker or other
intermediary (other than Goldman, Sachs & Co. and Evercore Partners, the fees
and expenses of which will be paid by CVS, the Purchaser or their affiliates) is
or may
_____________
dt 398739
;
Davis Polk
As referenced in this Asset Purchase Agreement:
Davis Polk – to each
of the Southern Entities in form and substance satisfactory to the Purchaser,
and Parent shall deliver such elections, at Closing, to Davis Polk & Wardwell.
Such elections shall be held by Davis Polk & Wardwell in escrow, and shall not
be delivered to the Purchaser until such
_____________
Davis Polk – substance satisfactory to the Purchaser,
and Parent shall deliver such elections, at Closing, to Davis Polk & Wardwell.
Such elections shall be held by Davis Polk & Wardwell in escrow, and shall not
be delivered to the Purchaser until such time as the forms described in Section
4.12(
_____________
Davis Polk – shall not constitute notice) to:
CVS Pharmacy, Inc.
One CVS Drive
Woonsocket, RI 02895
Attention: Douglas A. Sgarro
Fax: 401-770-3663
and
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: Louis Goldberg
Fax: (212) 450-3800
(ii) if to the Parent or
_____________
dt 638767
;
More... |
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Asset Purchase Agreement
Asset Purchase Agreement (279K)
Doc #330015: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
among
CVS PHARMACY, INC.
CVS CORPORATION
J.C. PENNEY COMPANY, INC.
and
SELLERS LISTED ON EXHIBIT A ATTACHED HERETO
dated as of April 4, 2004
TABLE OF CONTENTS
PAGE
ARTICLE 1
PURCHASE AND SALE
Section 1.01. Purchase and Sale of Purchased Assets
2
Section 1.02. Excluded Assets
5
Section 1.03. Assumed . . .
330015
|
CSFB LLC
As referenced in this Asset Purchase Agreement:
Credit Suisse First Boston LLC – incorporation and bylaws of each of the Southern Entities as currently in effect.
(y) Brokers. No broker, finder or investment banker (other than Credit Suisse First Boston LLC , the fees and expenses of which will be paid by the Parent) is entitled to any brokerage, finders or other fee or
_____________
dt 702960
;
Davis Polk
As referenced in this Asset Purchase Agreement:
Davis Polk – to each of the Southern Entities in form and substance satisfactory to the Purchaser, and Parent shall deliver such elections, at Closing, to Davis Polk & Wardwell. Such elections shall be held by Davis Polk & Wardwell in escrow, and shall not be delivered to the Purchaser until such
_____________
Davis Polk – substance satisfactory to the Purchaser, and Parent shall deliver such elections, at Closing, to Davis Polk & Wardwell. Such elections shall be held by Davis Polk & Wardwell in escrow, and shall not be delivered to the Purchaser until such time as the forms described in Section 4.12(
_____________
Davis Polk – shall not constitute notice) to:
CVS Pharmacy, Inc.
One CVS Drive
Woonsocket, RI 02895
Attention: Douglas A. Sgarro
Fax: 401-770-3663
and
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: Louis Goldberg
Fax: (212) 450-3800
(ii)
if to the Parent or
_____________
dt 648486
;
|
Jones Day
As referenced in this Asset Purchase Agreement:
Jones Day, – the condition set forth in Section 5.01(c)), but subject to the fulfillment or waiver of those conditions, at the offices of Jones Day, Dallas, Texas, unless another date, time or place is agreed to in writing by the parties hereto (the date on which the
_____________
Jones Day – constitute notice) to:
J. C. Penney Company, Inc.
6501 Legacy Drive
Plano, Texas 75024
Attention: Chief Financial Officer
Fax: (972) 431-1977
and
Jones Day
2727 North Harwood Street
Dallas, Texas 75201
Attention: Robert L. Estep and Lisa K. Durham
Fax: (214) 969-5100
(iii)
if to
_____________
dt 628132
;
McDermott Will
As referenced in this Asset Purchase Agreement:
McDermott, Will – Victoria, Suite 3400
Montreal, Canada H4Z 1E9
Attention: Yvon Martineau
Telecopy: (514) 397-7600
with a copy (which shall not constitute notice) to:
McDermott, Will & Emery
28 State Street, 34th Floor
Boston, Massachusetts 02109
Attention: Dennis J. White
Telecopy: (617) 535-3800
and
McDermott, Will & Emery
50
_____________
McDermott, Will – constitute notice) to:
McDermott, Will & Emery
28 State Street, 34th Floor
Boston, Massachusetts 02109
Attention: Dennis J. White
Telecopy: (617) 535-3800
and
McDermott, Will & Emery
50 Rockefeller Plaza, 14th Floor
New York, New York 10020
Attention: Spencer D. Klein and Gregory D. Puff
Telecopy: (212) 547-
_____________
dt 581823
|
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Asset Purchase Agreement
Asset Purchase Agreement (159K)
Doc #405366: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into
this 28th day of May, 2003, by and between Ask Jeeves, Inc., a Delaware
corporation ("SELLER"), and Kanisa Inc., a Delaware corporation ("BUYER").
RECITALS
WHEREAS, Jeeves Solutions ("SOLUTIONS") is a business unit of Seller and
Seller is the sole owner of the assets of Solutions;
WHEREAS, Solutions designs, creates, markets and sells self-service search
solutions to corporate customers; and
WHEREAS, Seller desires to sell, and Buyer desires to acquire, certain of
the assets of Solutions and in connection therewith Buyer will assume certain of
the liabilities of Solutions on the terms and subject to the conditions set
forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained herein, the parties hereby agree as follows:
SECTION 1. SALE OF ASSETS AND ASSUMPTION OF LIABILITIES
1.1 PURCHASE AND SALE OF ASSETS. Upon the terms and subject to the
conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the parties, on the Closing Date (as defined in
Section 3.1 hereof), Seller agrees to sell, convey, assign, transfer and deliver
to Buyer, and Buyer agrees to purchase, acquire and accept from Seller, the
Purchased Assets (as hereinafter defined). For purposes of this Agreement,
"PURCHASED ASSETS" means all of Seller's right, title and interest in and to the
assets, rights and properties used exclusively in the business of Solutions,
other than the Excluded Assets (as defined in Section 1.2 hereof), it being
understood that the Purchased Assets include, without limitation, the following:
(a) CUSTOMER CONTRACTS. The contracts, purchase and sales orders and
commitments, and other agreements, in each case with customers of
Solutions, set forth on Schedule 1.1(a) hereto (the "CUSTOMER CONTRACTS"),
provided that only Customer Contracts that are assigned to Buyer in
accordance with the provisions of this Agreement shall constitute
Purchased Assets;
(b) OTHER CONTRACTS. The contracts other than Customer Contracts set
forth on Schedule 1.1(b) hereto (collectively with the Customer Contracts,
the "ASSUMED CONTRACTS");
(c) EQUIPMENT AND PERSONAL PROPERTY. The equipment and tangible
personal property set forth on Schedule 1.1(c);
1
{PAGE}
(d) INTELLECTUAL PROPERTY. The software, whether in source code or
object code format, patents, patent applications, inventions, copyrights
and licenses set forth on Schedule 1.1(d) hereto (the "INTELLECTUAL
PROPERTY");
(e) RECORDS. Originals or copies of Seller's records relating
exclusively to the Purchased Assets or the business of Solutions,
including accounting records, sales data, customer lists, information
relating to customers, supplier lists, mailing lists, brochures and
advertising materials (the "RECORDS");
(f) PREPAID EXPENSES. Seller's prepaid expenses and deposits set
forth on Schedule 1.1(f) hereto;
(g) OTHER ASSETS. The other assets set forth on Schedule 1.1(g)
hereto.
1.2 ASSETS NOT TRANSFERRED. Notwithstanding anything to the contrary in
Section 1.1, the following assets, rights and properties of Seller are
specifically excluded from the Purchased Assets and shall be retained by Seller
(the "EXCLUDED ASSETS"):
(a) REFUND CLAIMS. Rights to or claims for losses, loss
carryforwards, refunds of taxes and other governmental charges for periods
ending on or prior to the Closing Date and the benefit of any tax credits
of Seller;
(b) CERTAIN THIRD PARTY CLAIMS. Rights of indemnification,
contribution, reimbursement or other claims of Seller against third
parties (including, without limitation, insurance carriers and parties to
any of the Assumed Contracts) in respect of liabilities or obligations
retained by Seller;
(c) PERMITS; CORPORATE ASSETS. The non-material Permits relating to
the Business or the Purchased Assets and assets relating to Seller's
corporate functions (including, but not limited to, the corporate charter,
taxpayer and other identification numbers, income tax records, seals,
minute books and stock transfer books);
(d) CASH AND CASH EQUIVALENTS. Cash and cash equivalents (such as
demand or time deposit accounts, certificates of deposit and U.S.
government obligations);
(e) TRADE NAME. All right, title or interest in, to and under the
names "ask.com," "Ask Jeeves," "Jeeves Solutions," "jeevessolutions.com,"
"JeevesOne" and "Jeeves" or any derivation of any of the foregoing;
(f) ACCOUNTS RECEIVABLE. The accounts receivable of Solutions, in
the ordinary course of business consistent with past practice, as of the
Closing; and
(g) OTHER EXCLUDED ASSETS. The assets set forth on Schedule 1.2(g).
1.3 ASSUMPTION OF LIABILITIES.
(a) ASSUMED LIABILITIES. Upon the terms and subject to the
conditions of this Agreement, as of the Closing Date Buyer shall assume
only the Assumed Liabilities.
2
{PAGE}
For purposes of this Agreement, "ASSUMED LIABILITIES" means liabilities,
claims, debts and obligations arising after the Closing Date under the
Assumed Contracts that constitute Purchased Assets.
(b) EXCLUDED LIABILITIES. Seller acknowledges that Buyer is not
purchasing, assuming or becoming responsible for any direct or indirect,
liability, indebtedness, obligation, commitment, expense, claim,
deficiency, guaranty or endorsement of any type whatsoever, whether
accrued or unaccrued, absolute or contingent, matured or unmatured,
liquidated or unliquidated, known or unknown, asserted or unasserted, due
or to become due, (including, without limitation, liabilities for Taxes or
liabilities under any benefit arrangement, multiemployer plan, pension
plan or welfare plan) (i) of Seller or Solutions, (ii) relating to the
business of Solutions or the Purchased Assets (including the Assumed
Contracts) arising from any event prior to or in connection with the
Closing or (iii) for purposes of clarity, the obligations of Seller to
sell, distribute and support the "Answers" solution to Ask Jeeves Japan
and the obligations of Ask Jeeves Japan to sell, distribute and support
the "Answers" solution (collectively, the "EXCLUDED LIABILITIES"), in each
case other than the Assumed Liabilities. The term "Excluded Liabilities"
also shall exclude, except as provided in Section 12 with respect to
Transfer Taxes and apportioned Taxes, any liability or obligation for
Taxes of Seller or any of its subsidiaries or any other member of any
consolidated, affiliated, combined or unitary group of which Seller or any
of its subsidiaries is or has been a member, arising on or prior to the
Closing Date.
SECTION 2. PURCHASE PRICE
2.1 PURCHASE PRICE AND ALLOCATION. The purchase price (the "PURCHASE
PRICE") to be paid by Buyer to Seller for the Purchased Assets shall be $4.25
405366
|
CSFB LLC
As referenced in this Asset Purchase Agreement:
Credit Suisse First Boston LLC – and Buyer each represent to the other that neither it nor any of
its affiliates has dealt with any broker or finder in this transaction, except
that Seller has retained Credit Suisse First Boston LLC (it being understood
that Seller shall be solely responsible for the fees and expenses of Credit
Suisse First Boston LLC), and each agrees to indemnify the other against any
_____________
Credit
Suisse First Boston LLC – or finder in this transaction, except
that Seller has retained Credit Suisse First Boston LLC (it being understood
that Seller shall be solely responsible for the fees and expenses of Credit
Suisse First Boston LLC ), and each agrees to indemnify the other against any
loss, cost or expense, including reasonable attorneys' fees, incurred as a
result of any claim for a fee or commission
_____________
dt 1051555
;
Ask Jeeves
As referenced in this Asset Purchase Agreement:
ASK JEEVES, INC – {DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}3
{FILENAME}f90570exv10w1.txt
{DESCRIPTION}EXHIBIT 10.1
{TEXT}
{PAGE}
EXHIBIT 10.1
ASSET PURCHASE AGREEMENT
BY AND BETWEEN
ASK JEEVES, INC .
AND
KANISA INC.
RELATING TO
JEEVES SOLUTIONS
DATED AS OF May 28, 2003
{PAGE}
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into
this
_____________
Ask Jeeves, Inc – DATED AS OF May 28, 2003
{PAGE}
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into
this 28th day of May, 2003, by and between Ask Jeeves, Inc ., a Delaware
corporation ("SELLER"), and Kanisa Inc., a Delaware corporation ("BUYER").
RECITALS
WHEREAS, Jeeves Solutions ("SOLUTIONS") is a business unit of Seller and
Seller is the sole owner of
_____________
Ask Jeeves, Inc – registered mail, postage prepaid, or (iii) if transmitted
by facsimile, provided that any notice so given is also mailed as provided in
clause (ii) above, as follows:
If to Seller: Ask Jeeves, Inc .
5858 Horton Street, Suite 350
Emeryville, CA 94608
Telephone: (510) 985-7400
Fax: (510) 985-7410
Attention: Brett Robertson, General Counsel
with a copy to:
O'Melveny & Myers LLP
_____________
ASK JEEVES, INC – SUIT, ACTION OR
PROCEEDING IN ANY SUCH COURT.
27
{PAGE}
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
SELLER:
ASK JEEVES, INC .,
a Delaware corporation
By: /s/ Brett M. Robertson
-------------------------------------
Title: General Counsel and Secretary
----------------------------------
BUYER:
KANISA INC.
a Delaware corporation
By: /s/ Bruce Armstrong
-------------------------------------
Title: CEO
----------------------------------
S-1
{PAGE}
EXHIBIT
_____________
[Ask Jeeves, Inc – corporation
By: /s/ Brett M. Robertson
-------------------------------------
Title: General Counsel and Secretary
----------------------------------
BUYER:
KANISA INC.
a Delaware corporation
By: /s/ Bruce Armstrong
-------------------------------------
Title: CEO
----------------------------------
S-1
{PAGE}
EXHIBIT A
CUSTOMER CONSENT
[Ask Jeeves, Inc . Letterhead]
May __, 2003
[Name]
[Address]
Re: Proposed transfer by Ask Jeeves, Inc. of substantially all of the assets
of Jeeves Solutions, a division of Ask Jeeves, Inc.
Dear [
_____________
dt 1503170
;
|
Latham & Watkins
As referenced in this Asset Purchase Agreement:
Latham & Watkins – If to Buyer: Kanisa Inc.
19925 Stevens Creek Boulevard, Suite 150
Cupertino, CA 95014
Telephone: (408) 863-5800
Fax: (408) 863-5810
Attention: Chief Executive Officer
with a copy to:
Latham & Watkins LLP
135 Commonwealth Drive
Menlo Park, CA 94025
Telephone: (650) 328-4600
Fax: (650) 463-2600
Attention: Robert A. Koenig
or to such other address as the party to
_____________
Latham & Watkins – to the other parties):
if to Kanisa:
Kanisa Inc.
19925 Steven Creek Boulevard, Suite 150
Cupertino, California 95014
Attention: Chief Executive Officer
Facsimile: (408) 863-5800
with a copy to:
Latham & Watkins LLP
135 Commonwealth Drive
Menlo Park, California 94025
Attention: Robert A. Koenig
Facsimile: (650) 463-2600
if to Ask Jeeves:
Ask Jeeves, Inc.
5858 Horton Street
Emeryville, California 94608
_____________
Latham & Watkins – the other parties):
(a) If to Maker:
Kanisa Inc.
19925 Steven Creek Boulevard, Suite 150
Cupertino, California 95014
Attention: Chief Executive Officer
Facsimile: (408) 863-5800
With a copy to:
Latham & Watkins LLP
135 Commonwealth Drive
Menlo Park, California 94025
Attention: Robert A. Koenig
Facsimile: (650) 463-2600
(b) If to Holder:
Ask Jeeves, Inc.
5858 Horton Street
Emeryville, California 94608
_____________
dt 1018433
;
O'Melveny
As referenced in this Asset Purchase Agreement:
O'Melveny & Myers – held at 8:00 a.m. on the second business day
following satisfaction of all of the conditions set forth in Section 9 (the
"CLOSING DATE"), in the offices of O'Melveny & Myers LLP, 990 Marsh Road, Menlo
Park, California 94025, or at such other time and place as the parties may
mutually agree.
3.2 DELIVERIES OF SELLER. Subject to the other
_____________
O'Melveny & Myers – to Seller: Ask Jeeves, Inc.
5858 Horton Street, Suite 350
Emeryville, CA 94608
Telephone: (510) 985-7400
Fax: (510) 985-7410
Attention: Brett Robertson, General Counsel
with a copy to:
O'Melveny & Myers LLP
990 Marsh Road
Menlo Park, CA 94025
Telephone: (650) 473-2600
Fax: (650) 473-2601
Attention: Karen Dreyfus
If to Buyer: Kanisa Inc.
19925 Stevens Creek Boulevard, Suite 150
_____________
O'Melveny & Myers – Facsimile: (650) 463-2600
if to Ask Jeeves:
Ask Jeeves, Inc.
5858 Horton Street
Emeryville, California 94608
Attention: General Counsel
Facsimile: (510) 985-7410
2
{PAGE}
with a copy to:
O'Melveny & Myers LLP
990 Marsh Road
Menlo Park, California 94025
Attention: Karen Dreyfus
Facsimile: (650) 473-2601
4.2 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and
construed in accordance
_____________
O'Melveny & Myers – Facsimile: (650) 463-2600
(b) If to Holder:
Ask Jeeves, Inc.
5858 Horton Street
Emeryville, California 94608
Attention: Brett Robertson, General Counsel
Facsimile: (510) 985-7410
With a copy to:
O'Melveny & Myers LLP
990 Marsh Road
Menlo Park, California 94025
Attention: Karen Dreyfus
Facsimile: (650) 473-2601
7. Collection Costs; Waivers.
If any default occurs in any payment due under this Note,
_____________
dt 1025285
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Asset Purchase Agreement
Asset Purchase Agreement (277K)
Doc #997216: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
by and among
EDUCATE OPERATING COMPANY, LLC
APOLLO SYLVAN, LLC
APOLLO SYLVAN II, LLC.
EDUCATE, INC.
SYLVAN LEARNING SYSTEMS, INC.
and
SYLVAN VENTURES, L.L.C.
dated as of
March 10, 2003
<Page>
. . .
997216
|
CSFB LLC
As referenced in this Asset Purchase Agreement:
Credit Suisse First Boston LLC – Person is or will be entitled to any broker's
or finder's fee or any other commission or similar fee in connection with any of
the Transactions, except for Credit Suisse First Boston LLC and U.S. Bancorp
Piper Jaffray Inc., whose fees are payable by Sylvan.
Section 3.30 FULL DISCLOSURE. To the Knowledge of the Sellers, the Sellers
have disclosed to
_____________
dt 1703681
;
JPMorgan Chase
As referenced in this Asset Purchase Agreement:
JPMorgan Chase
Bank, – to any broker's or
finder's fee or any other commission or similar fee in connection with any of
the Transactions, except for J.P. Morgan Securities Inc. and JPMorgan Chase
Bank, whose fees are payable by Purchaser.
Section 4.6 OPERATIONS OF PURCHASER, APOLLO SYLVAN, APOLLO SYLVAN II AND
HOLDINGS. None of Holdings, Purchaser, Apollo Sylvan nor Apollo Sylvan II
_____________
dt 1730113
;
|
U.S. Bancorp
As referenced in this Asset Purchase Agreement:
U.S. Bancorp
Piper Jaffray Inc – to any broker's
or finder's fee or any other commission or similar fee in connection with any of
the Transactions, except for Credit Suisse First Boston LLC and U.S. Bancorp
Piper Jaffray Inc ., whose fees are payable by Sylvan.
Section 3.30 FULL DISCLOSURE. To the Knowledge of the Sellers, the Sellers
have disclosed to Purchaser all facts material to the business,
_____________
dt 1715377
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| 2003 |
Asset Purchase Agreement
Asset Purchase Agreement (275K)
Doc #997227: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
by and among
EDUCATE OPERATING COMPANY, LLC
APOLLO SYLVAN, LLC
APOLLO SYLVAN II, LLC.
EDUCATE, INC.
SYLVAN LEARNING SYSTEMS, INC.
and
SYLVAN VENTURES, L.L.C.
dated as of
March 10, 2003
<PAGE>
<TABLE> . . .
997227
|
CSFB LLC
As referenced in this Asset Purchase Agreement:
Credit Suisse First Boston LLC – Person is or will be entitled to any broker's
or finder's fee or any other commission or similar fee in connection with any of
the Transactions, except for Credit Suisse First Boston LLC and U.S. Bancorp
Piper Jaffray Inc., whose fees are payable by Sylvan.
Section 3.30 Full Disclosure. To the Knowledge of the Sellers, the
Sellers have disclosed to
_____________
dt 1703682
;
JPMorgan Chase
As referenced in this Asset Purchase Agreement:
JPMorgan Chase
Bank, – to any broker's or
finder's fee or any other commission or similar fee in connection with any of
the Transactions, except for J.P. Morgan Securities Inc. and JPMorgan Chase
Bank, whose fees are payable by Purchaser.
Section 4.6 Operations of Purchaser, Apollo Sylvan, Apollo Sylvan II
and Holdings. None of Holdings, Purchaser, Apollo Sylvan nor Apollo Sylvan II
_____________
dt 1730114
;
|
U.S. Bancorp
As referenced in this Asset Purchase Agreement:
U.S. Bancorp
Piper Jaffray Inc – to any broker's
or finder's fee or any other commission or similar fee in connection with any of
the Transactions, except for Credit Suisse First Boston LLC and U.S. Bancorp
Piper Jaffray Inc ., whose fees are payable by Sylvan.
Section 3.30 Full Disclosure. To the Knowledge of the Sellers, the
Sellers have disclosed to Purchaser all facts material to the business,
_____________
dt 1715378
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| 2003 |
Asset Purchase Agreement
Asset Purchase Agreement (277K)
Doc #997233: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
by and among
EDUCATE OPERATING COMPANY, LLC
APOLLO SYLVAN, LLC
APOLLO SYLVAN II, LLC.
EDUCATE, INC.
SYLVAN LEARNING SYSTEMS, INC.
and
SYLVAN VENTURES, L.L.C.
dated as of
March 10, 2003
<Page>
. . .
997233
|
CSFB LLC
As referenced in this Asset Purchase Agreement:
Credit Suisse First Boston LLC – Person is or will be entitled to any broker's
or finder's fee or any other commission or similar fee in connection with any of
the Transactions, except for Credit Suisse First Boston LLC and U.S. Bancorp
Piper Jaffray Inc., whose fees are payable by Sylvan.
Section 3.30 FULL DISCLOSURE. To the Knowledge of the Sellers, the Sellers
have disclosed to
_____________
dt 1703683
;
JPMorgan Chase
As referenced in this Asset Purchase Agreement:
JPMorgan Chase
Bank, – to any broker's or
finder's fee or any other commission or similar fee in connection with any of
the Transactions, except for J.P. Morgan Securities Inc. and JPMorgan Chase
Bank, whose fees are payable by Purchaser.
Section 4.6 OPERATIONS OF PURCHASER, APOLLO SYLVAN, APOLLO SYLVAN II AND
HOLDINGS. None of Holdings, Purchaser, Apollo Sylvan nor Apollo Sylvan II
_____________
dt 1730115
;
|
U.S. Bancorp
As referenced in this Asset Purchase Agreement:
U.S. Bancorp
Piper Jaffray Inc – to any broker's
or finder's fee or any other commission or similar fee in connection with any of
the Transactions, except for Credit Suisse First Boston LLC and U.S. Bancorp
Piper Jaffray Inc ., whose fees are payable by Sylvan.
Section 3.30 FULL DISCLOSURE. To the Knowledge of the Sellers, the Sellers
have disclosed to Purchaser all facts material to the business,
_____________
dt 1715379
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| 2004 |
Asset Purchase Agreement
Asset Purchase Agreement (218K)
Doc #1098869: Click preview link for longer preview.
Exhibit
10.99
[***]. Confidential Treatment Requested – Certain information in this
exhibit has been omitted and filed separately with the commission. Confidential treatment has been requested
with respect the omitted portions.
ASSET PURCHASE AGREEMENT
By and Among
HYUNDAI SYSCOMM, INC.
3R INC.
DR. SEONG IK JANG
and
UTSTARCOM, INC.
Dated as of
February 26, 2004
TABLE OF CONTENTS
. . .
1098869
|
CSFB LLC
As referenced in this Asset Purchase Agreement:
Credit Suisse First Boston LLC – and (ii) a foreign investment report
under the Foreign Investment Promotion Law for incorporation of an Affiliate of
the Purchaser in Korea.
SECTION 4.04. Brokers. Except for Credit Suisse First Boston LLC , no broker, finder
or investment banker is entitled to any brokerage, finder’s or other fee or
commission in connection with the transactions contemplated by this Agreement
based
_____________
Credit Suisse First Boston LLC – contemplated by this Agreement
based upon arrangements made by or on behalf of the Purchaser. The Purchaser shall be solely responsible
for payment of the fees and expenses of Credit Suisse First Boston LLC .
SECTION 4.05. Funds. On the Closing Date, the Purchaser shall have sufficient cash
funds to pay the Purchase Price due on the Closing Date.
ARTICLE V
_____________
dt 1703736
;
Motorola
As referenced in this Asset Purchase Agreement:
Motorola Inc. – responsible for paying, performing and discharging all obligations
arising after the Closing (i) under the Transferred IP Agreements and
(ii) in connection with or related to any claims made by Motorola Inc.
against the Purchaser or its Affiliates with respect to products sold, or
services provided, by the Purchaser or its Affiliates using the Purchased
Assets after the Closing; provided, however,
_____________
Motorola Inc. – or its Affiliates using the Purchased
Assets after the Closing; provided, however, that the Purchaser
is not assuming any liabilities in connection with or related to any claims
made by Motorola Inc. or any other third party with respect to products sold,
or services provided by (i) any Person using the Purchased Assets on or
before the Closing or (ii) the
_____________
Motorola, Inc – 160; any
and all Losses suffered or incurred by the Purchaser by reason of or in
connection with any claim or cause of action of any third party, including
Motorola, Inc ., to the extent arising out of any action, inaction, event,
condition, liability or obligation of
39
the Seller occurring or existing on or prior to the Closing (other than
_____________
Motorola Inc. – other than
the Assumed Liabilities) and any and all Losses suffered or incurred by the
Purchaser by reason of or in connection with any claim or cause of action of
Motorola Inc. arising out of the Seller’s
use of any of the Purchased Assets pursuant to the Intellectual Property
License Agreement on or after the Closing; or
(d)&#
_____________
Motorola Inc. – any
and all Losses suffered or incurred by the Seller or its Affiliates after the
Closing by reason of or in connection with any claim or cause of action of
Motorola Inc. arising out of the Purchaser’s use of the Purchased Assets after
the Closing.
To the extent that the Purchaser’s undertakings set
forth in this Section
_____________
dt 1716948
;
|
Bingham
As referenced in this Asset Purchase Agreement:
Bingham McCutchen – Inc.
San 136-1
Ami-ri, Bubal-eub
Ichon-si, Kyongki-do
467-701 Korea
Telecopy: (8231) 639-8198
Attention: Dr. Seong Ik Jang
with a copy to:
Bingham McCutchen LLP
1900 University Avenue
East Palo Alto, CA 94303
USA
Telecopy: (650) 849-4800
Attention: Bart Deamer, Esq.
and
Shin & Kim
Ace Tower 7th Floor, 1-170 Soonhwa-
_____________
dt 1719297
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Asset Purchase Agreement
Asset Purchase Agreement (82K)
Doc #1136777: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
between
Applied Micro Circuits Corporation
(as ?Buyer?),
and
International Business Machines Corporation,
(as ?Seller?)
Dated: April , 2004
TABLE OF CONTENTS
Article I.
Purchase and Sale of Assets
6
1.1.
Transferred Assets and Transferred Contracts
6
1.2.
Excluded Assets
6
. . .
1136777
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