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$58	Preview Full Doc	2002	Asset and Equity Purchase Agreement Asset and Equity Purchase Agreement (181K) Doc #352294: Click preview link for longer preview. ASSET AND EQUITY PURCHASE AGREEMENT Dated as of October 10, 2002 among ADVANCED TISSUE SCIENCES, INC., ATS DERMAGRAFT, INC., ATS ORTHOPEDICS, INC., SMITH & NEPHEW SNATS, INC. and T. J. SMITH & NEPHEW LIMITED TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1. Definitions 2 ARTICLE II PURCHASE AND . . . 352294	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Asset and Equity Purchase Agreement: Chase Manhattan Bank – promptly as practicable after the Closing, from all of its obligations under that certain Guaranty, dated as of August 8, 1997 (the Guaranty), executed by Parent in favor of The Chase Manhattan Bank (the Bank). After the Closing, Buyer shall not, and shall not permit any of its Affiliates to, renew, extend or increase the principal amount of the loan evidenced by _____________ dt 742682 ; Advanced Tissue Advanced Tissue Sciences Inc. ( Biological Products ) As referenced in this Asset and Equity Purchase Agreement: ADVANCED TISSUE SCIENCES, INC – and Equity Purchase Agreement EX-2.1 3 dex21.htm ASSET AND EQUITY PURCHASE AGREEMENT EXHIBIT 2.1 ASSET AND EQUITY PURCHASE AGREEMENT Dated as of October 10, 2002 among ADVANCED TISSUE SCIENCES, INC ., ATS DERMAGRAFT, INC., ATS ORTHOPEDICS, INC., SMITH & NEPHEW SNATS, INC. and T. J. SMITH & NEPHEW LIMITED TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1. Definitions _____________ Advanced Tissue Sciences, Inc – 8.4(a) Offeree Employees EXHIBITS Exhibit A Bidding Procedures -iv- ASSET AND EQUITY PURCHASE AGREEMENT ASSET AND EQUITY PURCHASE AGREEMENT, dated as of October 10, 2002 (this Agreement), among Advanced Tissue Sciences, Inc ., a Delaware corporation (Parent), ATS Dermagraft, Inc., a California corporation (ATS Dermagraft), ATS Orthopedics, Inc., a California corporation (ATS Orthopedics and, together with Parent and ATS Dermagraft, Sellers), Smith & _____________ Advanced Tissue Sciences, Inc – General Counsel -51- with a copy to: Sidley Austin Brown & Wood Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 Attention: Kevin F. Blatchford If to Sellers, to: Advanced Tissue Sciences, Inc . 10933 North Torrey Pines Road La Jolla, California 92037-1005 Attention: Chief Executive Officer with copies to: Gibson, Dunn & Crutcher LLP 4 Park Plaza Irvine, California 92614-8557 _____________ ADVANCED TISSUE SCIENCES, INC – without the prior written consent of Buyer and Sellers. -56- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. ADVANCED TISSUE SCIENCES, INC . By: /s/ Arthur Benvenuto Name: Arthur Benvenuto Title: ATS DERMAGRAFT, INC. By: /s/ Arthur Benvenuto Name: Arthur Benvenuto Title: ATS ORTHOPEDICS, INC. By: /s/ Arthur Benvenuto Name: Arthur Benvenuto _____________ dt 1327387 ; Clifford Chance Clifford Chance US LLP As referenced in this Asset and Equity Purchase Agreement: Clifford Chance US – after the conditions set forth in Articles IX and X have been satisfied, or such later date as may be agreed upon by Buyer and Sellers, at the offices of Clifford Chance US LLP, 3811 Valley Centre Drive, Suite 200, San Diego, California 92130, or at such other place or at such other time as shall be agreed upon by Buyer and Sellers. _____________ Clifford Chance US – Pines Road La Jolla, California 92037-1005 Attention: Chief Executive Officer with copies to: Gibson, Dunn & Crutcher LLP 4 Park Plaza Irvine, California 92614-8557 Attention: Craig Millet and Clifford Chance US LLP 3811 Valley Centre Drive, Suite 200 San Diego, California 92130 Attention: Faye H. Russell or to such other address as such party may indicate by a notice delivered to _____________ dt 735468 ;	M.I.T. Massachusetts Institute of Technology ( Universities ) As referenced in this Asset and Equity Purchase Agreement: Massachusetts Institute of Technology – modifications to such license agreements or other agreements related thereto, as well as any payments related thereto or of a similar nature pursuant to any other agreement. MIT means the Massachusetts Institute of Technology , a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts. MIT Licenses means (i) that certain Massachusetts Institute of Technology License Agreement dated as of _____________ Massachusetts Institute of Technology – any other agreement. MIT means the Massachusetts Institute of Technology, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts. MIT Licenses means (i) that certain Massachusetts Institute of Technology License Agreement dated as of July 24, 1992 by and between MIT and Parent and (ii) that certain Massachusetts Institute of Technology License Agreement dated as of February 15, _____________ Massachusetts Institute of Technology – of Massachusetts. MIT Licenses means (i) that certain Massachusetts Institute of Technology License Agreement dated as of July 24, 1992 by and between MIT and Parent and (ii) that certain Massachusetts Institute of Technology License Agreement dated as of February 15, 1994 by and between MIT and Parent, each as amended or supplemented from time to time. OSHA means the Occupational Safety and _____________ dt 757457 ; Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Asset and Equity Purchase Agreement: Gibson, Dunn – 60603 Attention: Kevin F. Blatchford If to Sellers, to: Advanced Tissue Sciences, Inc. 10933 North Torrey Pines Road La Jolla, California 92037-1005 Attention: Chief Executive Officer with copies to: Gibson, Dunn & Crutcher LLP 4 Park Plaza Irvine, California 92614-8557 Attention: Craig Millet and Clifford Chance US LLP 3811 Valley Centre Drive, Suite 200 San Diego, California 92130 Attention: _____________ dt 750986 ; Sidley Austin Sidley Austin Brown & Wood LLP ( Legal ) As referenced in this Asset and Equity Purchase Agreement: Sidley Austin – or by recognized private courier addressed as follows: If to Buyer, to: Smith & Nephew, Inc. 1450 Brooks Road Memphis, Tennessee 38116 Attention: General Counsel -51- with a copy to: Sidley Austin Brown & Wood Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 Attention: Kevin F. Blatchford If to Sellers, to: Advanced Tissue Sciences, Inc. 10933 North Torrey Pines _____________ dt 746125
$63	Full Doc	2002	Asset and Equity Purchase Agreement Asset and Equity Purchase Agreement (198K) Doc #352302: This document is immediately available for purchase, but does not have a preview available for viewing. ASSET AND EQUITY PURCHASE AGREEMENT Dated as of October 10, 2002 among ADVANCED TISSUE SCIENCES, INC., ATS DERMAGRAFT, INC., ATS ORTHOPEDICS, INC., SMITH & NEPHEW SNATS, INC. and T. J. SMITH & NEPHEW LIMITED {PAGE} TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ..................................................... 2 1.1. Definitions .................................................. 2 ARTICLE II PURCHASE AND SALE .............................................. 11 2.1. Purchase and Sale of Equity Interests ........................ 11 2.2. Purchased Assets ............................................. 11 2.3. Excluded Assets .............................................. 13 2.4. Assumed Liabilities .......................................... 14 2.5. Excluded Liabilities ......................................... 15 2.6. Assignments; Cure Amounts .................................... 15 2.7. Assignment to Buyer Affiliates ............................... 15 ARTICLE III PURCHASE PRICE ................................................ 15 3.1. Purchase Price ............................................... 15 3.2. Allocation of Purchase Price ................................. 17 ARTICLE IV CLOSING ........................................................ 17 4.1. Closing Date ................................................. 17 4.2. Payment on the Closing Date .................................. 17 4.3. Buyer's Additional Deliveries ................................ 18 4.4. Seller's Deliveries .......................................... 19 ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLERS ....................... 21 5.1. Organization of Sellers; Subsidiaries ........................ 21 5.2. Equity Interests ............................................. 21 5.3. Authority of Sellers ......................................... 21 5.4. Financial Information ........................................ 22 5.5. Absence of Certain Changes or Events ......................... 23 5.6. Availability of Assets ....................................... 23 5.7. Governmental Permits and Compliance .......................... 24 5.8. Leased Real Property ......................................... 24 5.9. Personal Property ............................................ 25 5.10. Intellectual Property ....................................... 25 5.11. Title to Property ........................................... 27 5.12. Employees and Related Agreements ............................ 27 5.13. Employee Relations .......................................... 27 5.14. ERISA and Related Matters ................................... 27 5.15. Contracts ................................................... 28 5.16. Status of Contracts ......................................... 29 5.17. No Litigation or Regulatory Action .......................... 30 5.18. Environmental Matters ....................................... 30 {PAGE} {TABLE} {S} {C} 5.19. Suppliers ...............................................................32 5.20. Product Liabilities .....................................................32 5.21. Taxes ...................................................................32 5.22. Regulatory Matters ......................................................33 5.23. No Finder ...............................................................33 5.24. Closing Date ............................................................33 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER AND TJS&N .........................34 6.1. Organization of Buyer and TJS&N .........................................34 6.2. Authority of Buyer and TJS&N ............................................34 6.3. No Finder ...............................................................35 ARTICLE VII ACTION PRIOR TO THE CLOSING DATE .........................................35 7.1. Investigation of the Business by Buyer ..................................35 7.2. Preserve Accuracy of Representations and Warranties .....................35 7.3. Consents of Third Parties; No Seller Defaults; Governmental Approvals ...36 7.4. Operations Prior to the Closing Date ....................................37 7.5. Notification of Certain Matters .........................................37 7.6. Insurance ...............................................................37 7.7. New Contracts and Other Assets ..........................................38 7.8. Ethicon Agreement .......................................................38 7.9. Bankruptcy Court Approvals ..............................................38 7.10. Delivery of Disclosure Schedule .........................................38 7.11. Agreements Relating to DermEquip Loan ...................................38 7.12. Efforts to Agree to Certain Contracts ...................................39 7.13. Termination of Current Agreements .......................................40 7.14. Dermagraft JV Loan to ATS ...............................................41 7.15. Cessation of Operations of the SNATS Partnership ........................41 7.16. Real Property Lease .....................................................42 ARTICLE VIII ADDITIONAL AGREEMENTS ...................................................42 8.1. Covenant Not to Compete or Solicit Business .............................42 8.2. Taxes ...................................................................43 8.3. Discharge of Liabilities ................................................44 8.4. Employees and Employee Benefit Plans ....................................44 8.5. Reimbursed Expenses .....................................................46 8.6. Administrative Claims ...................................................47 ARTICLE IX CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER ..............................47 9.1. No Misrepresentation or Breach of Covenants and Warranties ..............47 9.2. No Changes or Destruction of Property ...................................47 9.3. No Restraint or Litigation ..............................................47 9.4. Bankruptcy Court Order ..................................................47 9.5. Necessary Governmental Approvals ........................................48 9.6. Necessary Consents ......................................................48 9.7. Deliveries ..............................................................48 9.8. Disclosure Schedule .....................................................48 {/TABLE} -ii- {PAGE} {TABLE} {S} {C} 9.9. Real Property Lease .....................................................48 ARTICLE X CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS .............................48 10.1. No Misrepresentation or Breach of Covenants and Warranties ..............48 10.2. No Restraint or Litigation ..............................................49 10.3. Bankruptcy Court Order ..................................................49 352302	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Asset and Equity Purchase Agreement: Chase Manhattan Bank – promptly as practicable after the Closing, from all of its obligations under that certain Guaranty, dated as of August 8, 1997 (the "Guaranty"), executed by Parent in favor of The Chase Manhattan Bank (the "Bank"). After the Closing, Buyer shall not, and shall not permit any of its Affiliates to, renew, extend or increase the principal amount of the loan evidenced by _____________ dt 742683 ; Advanced Tissue Advanced Tissue Sciences Inc. ( Biological Products ) ; Clifford Chance Clifford Chance US LLP As referenced in this Asset and Equity Purchase Agreement: Clifford Chance US – after the conditions set forth in Articles IX and X have been satisfied, or such later date as may be agreed upon by Buyer and Sellers, at the offices of Clifford Chance US LLP, 3811 Valley Centre Drive, Suite 200, San Diego, California 92130, or at such other place or at such other time as shall be agreed upon by Buyer and Sellers. _____________ Clifford Chance US – Torrey Pines Road La Jolla, California 92037-1005 Attention: Chief Executive Officer with copies to: Gibson, Dunn & Crutcher LLP 4 Park Plaza Irvine, California 92614-8557 Attention: Craig Millet and Clifford Chance US LLP 3811 Valley Centre Drive, Suite 200 San Diego, California 92130 Attention: Faye H. Russell or to such other address as such party may indicate by a notice delivered to _____________ dt 735470 ;	M.I.T. Massachusetts Institute of Technology ( Universities ) As referenced in this Asset and Equity Purchase Agreement: Massachusetts Institute of Technology – modifications to such license agreements or other agreements related thereto, as well as any payments related thereto or of a similar nature pursuant to any other agreement. "MIT" means the Massachusetts Institute of Technology , a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts. "MIT Licenses" means (i) that certain Massachusetts Institute of Technology License Agreement dated as of _____________ Massachusetts Institute of Technology – any other agreement. "MIT" means the Massachusetts Institute of Technology, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts. "MIT Licenses" means (i) that certain Massachusetts Institute of Technology License Agreement dated as of July 24, 1992 by and between MIT and Parent and (ii) that certain Massachusetts Institute of Technology License Agreement dated as of February 15, _____________ Massachusetts Institute of Technology – of Massachusetts. "MIT Licenses" means (i) that certain Massachusetts Institute of Technology License Agreement dated as of July 24, 1992 by and between MIT and Parent and (ii) that certain Massachusetts Institute of Technology License Agreement dated as of February 15, 1994 by and between MIT and Parent, each as amended or supplemented from time to time. "OSHA" means the Occupational Safety and _____________ dt 757458 ; Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Asset and Equity Purchase Agreement: Gibson, Dunn – 60603 Attention: Kevin F. Blatchford If to Sellers, to: Advanced Tissue Sciences, Inc. 10933 North Torrey Pines Road La Jolla, California 92037-1005 Attention: Chief Executive Officer with copies to: Gibson, Dunn & Crutcher LLP 4 Park Plaza Irvine, California 92614-8557 Attention: Craig Millet and Clifford Chance US LLP 3811 Valley Centre Drive, Suite 200 San Diego, California 92130 Attention: Faye _____________ dt 750988 ; Sidley Austin Sidley Austin Brown & Wood LLP ( Legal ) As referenced in this Asset and Equity Purchase Agreement: Sidley Austin – or by recognized private courier addressed as follows: If to Buyer, to: Smith & Nephew, Inc. 1450 Brooks Road Memphis, Tennessee 38116 Attention: General Counsel -51- {PAGE} with a copy to: Sidley Austin Brown & Wood Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 Attention: Kevin F. Blatchford If to Sellers, to: Advanced Tissue Sciences, Inc. 10933 North Torrey Pines Road _____________ dt 746126
$77	Preview Full Doc	2002	Asset and Equity Purchase Agreement Asset and Equity Purchase Agreement (199K) Doc #918314: Click preview link for longer preview. Dated as of October 10, 2002 among ADVANCED TISSUE SCIENCES, INC., ATS DERMAGRAFT, INC., ATS ORTHOPEDICS, INC., SMITH & NEPHEW SNATS, INC. and T. J. SMITH & NEPHEW LIMITED <PAGE> TABLE OF CONTENTS Page ARTICLE I DEFINITIONS .... . . . 918314	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Asset and Equity Purchase Agreement: Chase Manhattan Bank – promptly as practicable after the Closing, from all of its obligations under that certain Guaranty, dated as of August 8, 1997 (the "Guaranty"), executed by Parent in favor of The Chase Manhattan Bank (the "Bank"). After the Closing, Buyer shall not, and shall not permit any of its Affiliates to, renew, extend or increase the principal amount of the loan evidenced by _____________ dt 1426114 ; Advanced Tissue Advanced Tissue Sciences Inc. ( Biological Products ) As referenced in this Asset and Equity Purchase Agreement: ADVANCED TISSUE SCIENCES, INC – EX-99.12 4 dex9912.txt ASSET AND EQUITY PURCHASE AGREEMENT EXHIBIT XII ASSET AND EQUITY PURCHASE AGREEMENT Dated as of October 10, 2002 among ADVANCED TISSUE SCIENCES, INC ., ATS DERMAGRAFT, INC., ATS ORTHOPEDICS, INC., SMITH & NEPHEW SNATS, INC. and T. J. SMITH & NEPHEW LIMITED TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ..................................................... 2 1.1. Definitions .................................................. 2 _____________ Advanced Tissue Sciences, Inc – 4(a) Offeree Employees EXHIBITS Exhibit A Bidding Procedures -iv- ASSET AND EQUITY PURCHASE AGREEMENT ASSET AND EQUITY PURCHASE AGREEMENT, dated as of October 10, 2002 (this "Agreement"), among Advanced Tissue Sciences, Inc ., a Delaware corporation ("Parent"), ATS Dermagraft, Inc., a California corporation ("ATS Dermagraft"), ATS Orthopedics, Inc., a California corporation ("ATS Orthopedics" and, together with Parent and ATS Dermagraft, "Sellers"), Smith & _____________ Advanced Tissue Sciences, Inc – General Counsel -51- with a copy to: Sidley Austin Brown & Wood Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 Attention: Kevin F. Blatchford If to Sellers, to: Advanced Tissue Sciences, Inc . 10933 North Torrey Pines Road La Jolla, California 92037-1005 Attention: Chief Executive Officer with copies to: Gibson, Dunn & Crutcher LLP 4 Park Plaza Irvine, California 92614-8557 Attention: _____________ ADVANCED TISSUE SCIENCES, INC – the prior written consent of Buyer and Sellers. -56- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. ADVANCED TISSUE SCIENCES, INC . By /s/ Arthur Benvenuto ------------------------ Name: Arthur Benvenuto Title: ATS DERMAGRAFT, INC. By /s/ Arthur Benvenuto ------------------------- Name: Arthur Benvenuto Title: ATS ORTHOPEDICS, INC. By /s/ Arthur Benvenuto ------------------------- Name: Arthur Benvenuto _____________ dt 1327403 ; Clifford Chance Clifford Chance US LLP As referenced in this Asset and Equity Purchase Agreement: Clifford Chance US – after the conditions set forth in Articles IX and X have been satisfied, or such later date as may be agreed upon by Buyer and Sellers, at the offices of Clifford Chance US LLP, 3811 Valley Centre Drive, Suite 200, San Diego, California 92130, or at such other place or at such other time as shall be agreed upon by Buyer and Sellers. _____________ Clifford Chance US – Torrey Pines Road La Jolla, California 92037-1005 Attention: Chief Executive Officer with copies to: Gibson, Dunn & Crutcher LLP 4 Park Plaza Irvine, California 92614-8557 Attention: Craig Millet and Clifford Chance US LLP 3811 Valley Centre Drive, Suite 200 San Diego, California 92130 Attention: Faye H. Russell or to such other address as such party may indicate by a notice delivered to _____________ dt 1368699 ;	M.I.T. Massachusetts Institute of Technology ( Universities ) As referenced in this Asset and Equity Purchase Agreement: Massachusetts Institute of Technology – modifications to such license agreements or other agreements related thereto, as well as any payments related thereto or of a similar nature pursuant to any other agreement. "MIT" means the Massachusetts Institute of Technology , a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts. "MIT Licenses" means (i) that certain Massachusetts Institute of Technology License Agreement dated as of _____________ Massachusetts Institute of Technology – any other agreement. "MIT" means the Massachusetts Institute of Technology, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts. "MIT Licenses" means (i) that certain Massachusetts Institute of Technology License Agreement dated as of July 24, 1992 by and between MIT and Parent and (ii) that certain Massachusetts Institute of Technology License Agreement dated as of February 15, _____________ Massachusetts Institute of Technology – of Massachusetts. "MIT Licenses" means (i) that certain Massachusetts Institute of Technology License Agreement dated as of July 24, 1992 by and between MIT and Parent and (ii) that certain Massachusetts Institute of Technology License Agreement dated as of February 15, 1994 by and between MIT and Parent, each as amended or supplemented from time to time. "OSHA" means the Occupational Safety and _____________ dt 1549306 ; Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Asset and Equity Purchase Agreement: Gibson, Dunn – 60603 Attention: Kevin F. Blatchford If to Sellers, to: Advanced Tissue Sciences, Inc. 10933 North Torrey Pines Road La Jolla, California 92037-1005 Attention: Chief Executive Officer with copies to: Gibson, Dunn & Crutcher LLP 4 Park Plaza Irvine, California 92614-8557 Attention: Craig Millet and Clifford Chance US LLP 3811 Valley Centre Drive, Suite 200 San Diego, California 92130 Attention: Faye _____________ dt 1483683
$76	Preview Full Doc	2002	Asset and Share Purchase Agreement Asset and Share Purchase Agreement (169K) Doc #1153652: Click preview link for longer preview. ASSET AND SHARE PURCHASE AGREEMENT by and between BENCHMARK ELECTRONICS, INC. and ACT MANUFACTURING, INC., ACT MANUFACTURING SECURITIES CORP., ACT MANUFACTURING U.S. HOLDINGS, LLC, and CMC INDUSTRIES, INC. Dated as of July 2, . . . 1153652	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Asset and Share Purchase Agreement: Chase Manhattan Bank, – the Credit Agreement dated as of June 29, 2000, as amended, among the Company, as Parent Borrower, Credit Suisse First Boston, as Syndication Agent, Societe General, as Documentation Agent, The Chase Manhattan Bank, as Administrative Agent, and the several Lenders from time to time parties thereto, as the same is in effect from time to time. "DEPOSIT" has the meaning set forth _____________ dt 1426466 ; ACT Mfg. ACT Manufacturing, Inc. ( Electronic Instruments & Controls ) As referenced in this Asset and Share Purchase Agreement: ACT MANUFACTURING, INC. – a2083982zex-2_1.txt <DESCRIPTION>EXHIBIT 2.1 <TEXT> <Page> EXHIBIT 2.1 ================================================================================ ASSET AND SHARE PURCHASE AGREEMENT by and between BENCHMARK ELECTRONICS, INC. and ACT MANUFACTURING, INC. , ACT MANUFACTURING SECURITIES CORP., ACT MANUFACTURING U.S. HOLDINGS, LLC, and CMC INDUSTRIES, INC. Dated as of July 2, 2002 ================================================================================ <Page> TABLE OF CONTENTS <Table> & _____________ ACT Manufacturing, Inc. – ASSET AND SHARE PURCHASE AGREEMENT ASSET AND SHARE PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 2, 2002, by and between Benchmark Electronics, Inc., a Texas corporation (the "PURCHASER"), and ACT Manufacturing, Inc. , a Massachusetts corporation (the "COMPANY"), ACT Manufacturing Securities Corp., a Massachusetts corporation ("ACT SECURITIES"), ACT Manufacturing U.S. Holdings, LLC, a Delaware limited liability company "ACT LLC"), and CMC _____________ ACT Manufacturing, Inc. – two (2) Business Days following deposit within the continental United States with a nationally recognized overnight courier service, in each case addressed as follows: (a) if to the Sellers, to: ACT Manufacturing, Inc. 2 Cabot Road Hudson, Massachusetts 01749 Attention: John A. Pino Tel.: (978) 567-4000 Fax: (978) 567-4099 with a copy (which shall not constitute notice) to: Testa, Hurwitz & _____________ ACT MANUFACTURING, INC. – by its officers thereunto duly authorized, all as of the day and year first above written. BENCHMARK ELECTRONICS, INC. By: /s/ CARY T. FU --------------------------------- Name: Cary T. Fu Title: President ACT MANUFACTURING, INC. By: /s/ JOHN A. PINO --------------------------------- Name: John A. Pino Title: Chief Executive Officer ACT MANUFACTURING SECURITIES CORP. By: /s/ JOHN A. PINO --------------------------------- Name: John A. Pino Title: Chief Executive _____________ ACT Manufacturing, Inc. – John A. Pino Title: Chief Executive Officer 41 <Page> EXHIBIT A FORM OF BILL OF SALE Pursuant to the entry of the appropriate order by the Bankruptcy Court, ACT Manufacturing, Inc. , a Massachusetts corporation, ACT Manufacturing Securities Corp., a Massachusetts corporation, ACT Manufacturing U.S. Holdings, LLC, a Delaware limited liability company and CMC Industries Inc., a Delaware corporation (collectively, _____________ dt 1458654 ; ACT Mfg. ACT Manufacturing, Inc. ( Electronic Instruments & Controls ) As referenced in this Asset and Share Purchase Agreement: ACT MANUFACTURING, INC. – a2083982zex-2_1.txt <DESCRIPTION>EXHIBIT 2.1 <TEXT> <Page> EXHIBIT 2.1 ================================================================================ ASSET AND SHARE PURCHASE AGREEMENT by and between BENCHMARK ELECTRONICS, INC. and ACT MANUFACTURING, INC. , ACT MANUFACTURING SECURITIES CORP., ACT MANUFACTURING U.S. HOLDINGS, LLC, and CMC INDUSTRIES, INC. Dated as of July 2, 2002 ================================================================================ <Page> TABLE OF CONTENTS <Table> & _____________ ACT Manufacturing, Inc. – ASSET AND SHARE PURCHASE AGREEMENT ASSET AND SHARE PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 2, 2002, by and between Benchmark Electronics, Inc., a Texas corporation (the "PURCHASER"), and ACT Manufacturing, Inc. , a Massachusetts corporation (the "COMPANY"), ACT Manufacturing Securities Corp., a Massachusetts corporation ("ACT SECURITIES"), ACT Manufacturing U.S. Holdings, LLC, a Delaware limited liability company "ACT LLC"), and CMC _____________ ACT Manufacturing, Inc. – two (2) Business Days following deposit within the continental United States with a nationally recognized overnight courier service, in each case addressed as follows: (a) if to the Sellers, to: ACT Manufacturing, Inc. 2 Cabot Road Hudson, Massachusetts 01749 Attention: John A. Pino Tel.: (978) 567-4000 Fax: (978) 567-4099 with a copy (which shall not constitute notice) to: Testa, Hurwitz & _____________ ACT MANUFACTURING, INC. – by its officers thereunto duly authorized, all as of the day and year first above written. BENCHMARK ELECTRONICS, INC. By: /s/ CARY T. FU --------------------------------- Name: Cary T. Fu Title: President ACT MANUFACTURING, INC. By: /s/ JOHN A. PINO --------------------------------- Name: John A. Pino Title: Chief Executive Officer ACT MANUFACTURING SECURITIES CORP. By: /s/ JOHN A. PINO --------------------------------- Name: John A. Pino Title: Chief Executive _____________ ACT Manufacturing, Inc. – John A. Pino Title: Chief Executive Officer 41 <Page> EXHIBIT A FORM OF BILL OF SALE Pursuant to the entry of the appropriate order by the Bankruptcy Court, ACT Manufacturing, Inc. , a Massachusetts corporation, ACT Manufacturing Securities Corp., a Massachusetts corporation, ACT Manufacturing U.S. Holdings, LLC, a Delaware limited liability company and CMC Industries Inc., a Delaware corporation (collectively, _____________ dt 1463772 ;	Benchmark Benchmark Electronics, Inc. ( Electronic Instruments & Controls ) As referenced in this Asset and Share Purchase Agreement: BENCHMARK ELECTRONICS, INC. – 3 <FILENAME>a2083982zex-2_1.txt <DESCRIPTION>EXHIBIT 2.1 <TEXT> <Page> EXHIBIT 2.1 ================================================================================ ASSET AND SHARE PURCHASE AGREEMENT by and between BENCHMARK ELECTRONICS, INC. and ACT MANUFACTURING, INC., ACT MANUFACTURING SECURITIES CORP., ACT MANUFACTURING U.S. HOLDINGS, LLC, and CMC INDUSTRIES, INC. Dated as of July 2, 2002 ================================================================================ <Page> TABLE OF _____________ Benchmark Electronics, Inc. – 21, 2001 </Table> (iv) <Page> ASSET AND SHARE PURCHASE AGREEMENT ASSET AND SHARE PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 2, 2002, by and between Benchmark Electronics, Inc. , a Texas corporation (the "PURCHASER"), and ACT Manufacturing, Inc., a Massachusetts corporation (the "COMPANY"), ACT Manufacturing Securities Corp., a Massachusetts corporation ("ACT SECURITIES"), ACT Manufacturing U.S. Holdings, LLC, _____________ Benchmark Electronics, Inc. – Popeo PC One Financial Center Boston, Massachusetts 02111 Attention: Richard E. Mikels, Esq. Tel.: (617) 542-6000 Fax: (617) 542-2241 (b) if to the Purchaser or the Guarantor, to: Benchmark Electronics, Inc. 3000 Technology Drive Angleton, Texas 77515 Attention: Anh Tran, Corporate Counsel Tel.: (979) 848-5247 Fax: (979) 848-5225 with a copy (which shall not constitute notice) to: Foley _____________ BENCHMARK ELECTRONICS, INC. – IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its officers thereunto duly authorized, all as of the day and year first above written. BENCHMARK ELECTRONICS, INC. By: /s/ CARY T. FU --------------------------------- Name: Cary T. Fu Title: President ACT MANUFACTURING, INC. By: /s/ JOHN A. PINO --------------------------------- Name: John A. Pino Title: Chief Executive Officer ACT MANUFACTURING _____________ Benchmark Electronics, Inc. – collectively, the "Sellers"), and pursuant to the Asset and Share Purchase Agreement dated as of June 11, 2002 (the "Asset and Share Purchase Agreement") by and between the Sellers and Benchmark Electronics, Inc. , a Texas corporation (the "Purchaser"), the Sellers, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby sell, transfer, convey, assign and deliver _____________ dt 1463178 ; Benchmark Benchmark Electronics, Inc. ( Electronic Instruments & Controls ) As referenced in this Asset and Share Purchase Agreement: BENCHMARK ELECTRONICS, INC. – 3 <FILENAME>a2083982zex-2_1.txt <DESCRIPTION>EXHIBIT 2.1 <TEXT> <Page> EXHIBIT 2.1 ================================================================================ ASSET AND SHARE PURCHASE AGREEMENT by and between BENCHMARK ELECTRONICS, INC. and ACT MANUFACTURING, INC., ACT MANUFACTURING SECURITIES CORP., ACT MANUFACTURING U.S. HOLDINGS, LLC, and CMC INDUSTRIES, INC. Dated as of July 2, 2002 ================================================================================ <Page> TABLE OF _____________ Benchmark Electronics, Inc. – 21, 2001 </Table> (iv) <Page> ASSET AND SHARE PURCHASE AGREEMENT ASSET AND SHARE PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 2, 2002, by and between Benchmark Electronics, Inc. , a Texas corporation (the "PURCHASER"), and ACT Manufacturing, Inc., a Massachusetts corporation (the "COMPANY"), ACT Manufacturing Securities Corp., a Massachusetts corporation ("ACT SECURITIES"), ACT Manufacturing U.S. Holdings, LLC, _____________ Benchmark Electronics, Inc. – Popeo PC One Financial Center Boston, Massachusetts 02111 Attention: Richard E. Mikels, Esq. Tel.: (617) 542-6000 Fax: (617) 542-2241 (b) if to the Purchaser or the Guarantor, to: Benchmark Electronics, Inc. 3000 Technology Drive Angleton, Texas 77515 Attention: Anh Tran, Corporate Counsel Tel.: (979) 848-5247 Fax: (979) 848-5225 with a copy (which shall not constitute notice) to: Foley _____________ BENCHMARK ELECTRONICS, INC. – IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its officers thereunto duly authorized, all as of the day and year first above written. BENCHMARK ELECTRONICS, INC. By: /s/ CARY T. FU --------------------------------- Name: Cary T. Fu Title: President ACT MANUFACTURING, INC. By: /s/ JOHN A. PINO --------------------------------- Name: John A. Pino Title: Chief Executive Officer ACT MANUFACTURING _____________ Benchmark Electronics, Inc. – collectively, the "Sellers"), and pursuant to the Asset and Share Purchase Agreement dated as of June 11, 2002 (the "Asset and Share Purchase Agreement") by and between the Sellers and Benchmark Electronics, Inc. , a Texas corporation (the "Purchaser"), the Sellers, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby sell, transfer, convey, assign and deliver _____________ dt 1463189 ; More...
$51	Preview Full Doc	2000	Asset Contribution, Purchase and Sale Agreement [Amendment No. 3] Asset Contribution, Purchase and Sale Agreement [Amendment No. 3] (49K) Doc #263025: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.7 {SEQUENCE}8 {FILENAME}0008.txt {DESCRIPTION}THIRD AMENDMENT {TEXT} {PAGE} THIRD AMENDMENT TO ASSET CONTRIBUTION, PURCHASE AND SALE AGREEMENT THIS THIRD AMENDMENT TO ASSET CONTRIBUTION, PURCHASE AND SALE AGREEMENT (this "Third Amendment") is made and entered into as of this 20th day of June, 2000, by and among: PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership ("Contributor"), PHILIPS INTERNATIONAL REALTY CORP., a Maryland corporation ("Contributor Parent"), THOSE CERTAIN PARTIES IDENTIFIED AS A "PHILIPS QRS" or a "LOWER TIER ENTITY" ON THE SIGNATORY PAGES HERETO (such parties, Contributor and Contributor Parent, collectively, the "Seller Parties"); the Seller Parties each having an address at 417 Fifth Ave., New York, NY 10016, KIR ACQUISITION LLC, a Delaware limited liability company ("General Partner") and KIMCO INCOME OPERATING PARTNERSHIP, L.P. ("Limited Partner"), a Delaware limited partnership; General Partner and Limited Partner each having an address at 3333 New Hyde Park Rd., P.O. Box 5020, New Hyde Park, NY 11042-0020. All capitalized terms not specifically defined herein shall have the meanings ascribed to them by that certain Asset Contribution, Purchase and Sale Agreement, dated as of April 28, 2000 (the "Original Agreement"; as amended by that certain First Amendment to Asset Contribution, Purchase and Sale Agreement, dated May 31, 2000 (the "First Amendment"), and that certain Second Amendment to Asset Contribution, Purchase and Sale Agreement, dated June 15, 2000 (the "Second Amendment"), the "Agreement") by and between the parties hereto. RECITALS A. The parties hereto entered into the Agreement. B. The parties hereto desire to amend the Agreement as more particularly set forth herein. NOW, THEREFORE, in consideration of Ten Dollars (US$10.00), the mutual promises contained herein, and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Closing Date. The first sentence of Section 17.1 of the Original Agreement shall be deemed replaced by the following: "The Closing shall occur no later than fifteen (15) days following the satisfaction of all conditions to Closing identified in Article 16 (but in no event later than two hundred (200) days following the date hereof, subject to the last clause of Section 19.1) at the offices of Contributor Parent's attorneys Pryor Cashman Sherman & Flynn LLP, 410 Park Avenue, New York, New York at 9:00am on the Closing Date." {PAGE} 2. Conditions Precedent. The number "180" specified in the first and last sentences in Section 19.1 of the Original Agreement shall be deemed deleted and the number "200" shall be inserted in its place and stead. 3. Violations. Notwithstanding anything to the contrary in the Original Agreement, any code violations which have been issued or filed prior to the Closing, or for which Seller Parties have received a written notice prior to the Closing, that first arose prior to the execution and delivery of the Original Agreement, and that are the responsibility of a tenant under a Lease shall be deemed Permitted Exceptions in the event that Contributor or Contributor Parent, prior to Closing, delivers or causes to be delivered a written notice to the referenced tenant demanding that such tenant immediately commence the cure of all referenced code violations. Subject to Section 11.4 of the Original Agreement, Seller Parties shall, prior to the Closing, cause to be cured any code violations which have been issued or filed prior to the Closing, or for which Seller Parties have received a written notice prior to the Closing, that first arose prior to the execution and delivery of the Original Agreement, to the extent that such code violations are not the responsibility of a tenant under a Lease. 4. Purchase Price. Section 1.24(i) shall be deemed deleted, and the following shall be inserted in its place and stead: "One Hundred Thirty Seven Million Seventy Five Thousand Dollars ($137,075,000),". Additionally, Exhibit 1.24 to the Original Agreement shall be deemed deleted, and the revised Exhibit 1.24 attached hereto shall be inserted in its place and stead. 5. Additional Deposit. Limited Partner shall, within one (1) business day following the execution of this Third Amendment, deliver to Escrow Agent, by wire transfer, the Additional Deposit, in the amount of Two Million Six Hundred Forty Six Thousand Six Hundred and Ten and xx/10 Dollars ($2,646,610.00), in full satisfaction of Limited Partner's obligations under Section 7.2 of the Original Agreement. In the event that Limited Partner fails to deliver the Additional Deposit to Escrow Agent within one (1) business day following the execution of this Third Amendment, the parties hereto agree that the damages that Seller Parties would sustain as a result thereof would be substantial, but would be difficult to ascertain. Accordingly, the parties hereto agree that in the event of such default by Limited Partner, Seller Parties, as their sole remedy, shall be entitled to the Deposits paid (together with all interest accrued thereon) in accordance with the provisions of Article 7 of the Agreement (as liquidated damages and as agreed compensation for Limited Partner's and General Partner's lost opportunity and expenses, and not as a penalty). Nothing contained herein, including without limitation the Closing, shall limit or restrict Seller Parties' ability to pursue any rights or remedies it may have against Limited Partner or General Partner with respect to any Surviving Obligations. 6. Closing Conditions. (a) Section 16.1 of the Agreement shall be deemed modified to include the following sections: 16.1.12 Seller Parties shall assign Limited Partner (or its designee) their respective right, title and interest in and to the proceeds payable under the environmental insurance policy # NTL 1632526, dated July 30, 2 {PAGE} 1997, issued by Reliance Insurance Company of Illinois (the "Insurer") for the Forest Avenue, Enfield and Branhaven properties (the "Policy"), together with such other documents as Limited Partner shall reasonably request to evidence that Limited Partner (or its designee) has the right to receive the assigned proceeds directly. 16.1.13 Seller Parties shall deliver or cause to be delivered to Limited Partner and General Partner a written acceptance from the Insurer of the assignments set forth in Section 16.1.12, as well as an express acknowledgment from the Insurer that (a) the entity(ies) designated by Limited Partner to take title to the Forest Avenue, Enfield and Branhaven properties is a named insured and loss payee under the Policy, (b) any current or future lender of such entity may also be added as a named insured and loss payee at no additional cost, and (c) the claims set forth in that certain letter, dated September 15, 1997, from Diana Marrone to Praxis International [Forest], and that certain letter, dated May 26, 2000, from Scott Furman to Praxis International [Enfield] (collectively, the "Claims"), are covered by the Policy for such properties. 16.1.14 At the Closing, Seller Parties shall cause to be deposited into escrow with the Escrow Agent the following amounts, subject to the provisions of Section 24.18 hereof: (a) Forest Avenue - The lesser of (i) $100,000; or (ii) the remaining amount on the deductible on the insurance policy, as evidenced by a written acknowledgment from the Insurer (it being understood that if no such acknowledgment is forthcoming for Forest Avenue, Enfield, or Branhaven the maximum deductible amount of $100,000 for each site shall be withheld). (b) Enfield. The lesser of (i) $100,000; or (ii) the remaining amount on the deductible on the insurance policy, as evidenced by a written acknowledgment from the insurer. (c) Branhaven - (i) if Seller Parties obtain a coverage letter from the Insurer as set forth herein, the holdback shall be a sum equal to the lesser of (x) 263025	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Asset Contribution, Purchase and Sale Agreement [Amendment No. 3]: Chase Manhattan Bank, – the sum of [$ .00] (the "Environmental Holdback"). The Environmental Holdback shall be held by Escrow Agent in an interest-bearing account located at Chase Manhattan Bank, N.A. in the escrow account of Escrow Agent (the "Escrow Account"). Any interest earned on the Environmental Holdback shall be retained _____________ dt 142131 ; Kimco Realty Kimco Realty Corp. ( Real Estate ) As referenced in this Asset Contribution, Purchase and Sale Agreement [Amendment No. 3]: Kimco Realty – Park Road, Suite 100 New Hyde Park, New York 11042-0020 Attention: Mr. Milton Cooper Fax: (516) 869-7117 with a copy to: Kimco Realty Corporation 3333 New Hyde Park Road, Suite 100 New Hyde Park, New York 11042-0020 Attention: Bruce Kauderer, Esq. Fax: (516) 869-7256 _____________ dt 145571 ;	Philips Int'l Philips International Realty Corp. ( Real Estate ) As referenced in this Asset Contribution, Purchase and Sale Agreement [Amendment No. 3]: PHILIPS INTERNATIONAL REALTY, – PURCHASE AND SALE AGREEMENT (this "Third Amendment") is made and entered into as of this 20th day of June, 2000, by and among: PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership ("Contributor"), PHILIPS INTERNATIONAL REALTY CORP., a Maryland corporation ("Contributor Parent"), THOSE CERTAIN PARTIES IDENTIFIED AS A " _____________ PHILIPS INTERNATIONAL REALTY – entered into as of this 20th day of June, 2000, by and among: PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership ("Contributor"), PHILIPS INTERNATIONAL REALTY CORP., a Maryland corporation ("Contributor Parent"), THOSE CERTAIN PARTIES IDENTIFIED AS A "PHILIPS QRS" or a "LOWER TIER ENTITY" ON THE SIGNATORY PAGES _____________ PHILIPS INTERNATIONAL REALTY, – THE FOLLOWING PAGE ] 7 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment the 20th day of June, 2000. Contributor: PHILIPS INTERNATIONAL REALTY, L.P. BY: Philips International Realty Corp., general partner By: /s/ Louis J. Petra -------------------------------------------- Name: Louis J. Petra Title: President Contributor Parent: _____________ Philips International Realty – WITNESS WHEREOF, the parties hereto have executed this Third Amendment the 20th day of June, 2000. Contributor: PHILIPS INTERNATIONAL REALTY, L.P. BY: Philips International Realty Corp., general partner By: /s/ Louis J. Petra -------------------------------------------- Name: Louis J. Petra Title: President Contributor Parent: PHILIPS INTERNATIONAL REALTY CORP. By: /s/ Louis _____________ PHILIPS INTERNATIONAL REALTY – REALTY, L.P. BY: Philips International Realty Corp., general partner By: /s/ Louis J. Petra -------------------------------------------- Name: Louis J. Petra Title: President Contributor Parent: PHILIPS INTERNATIONAL REALTY CORP. By: /s/ Louis J. Petra -------------------------------------------- Name: Louis J. Petra Title: President General Partner: KIR ACQUISITION LLC BY: Kimco Income Operating Partnership, _____________ dt 145311
$69	Preview Full Doc	2001	Asset Purchase Agreement Asset Purchase Agreement (137K) Doc #114443: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-2.1 {SEQUENCE}2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as of this 9th day of February, 2001, by and among Microtek Medical, Inc., a Delaware corporation ("Purchaser"), Deka Medical, Inc., a Florida corporation ("Seller" or "Deka"), and all of the stockholders of Deka set forth on the signature page of this Agreement (collectively, the "Stockholders"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Purchaser desires to purchase and Seller desires to sell substantially all of the assets of Seller used or held for use by Seller in its business of manufacturing, marketing and selling drapes and related supplies packaged as cleanup kits for surgical procedures (collectively, the "Clean-Op Business"), and substantially all of the assets of Seller used or held for use by Seller in its business of manufacturing, marketing and selling drapes for medical equipment and patients (collectively, the "Drape Business") (the Clean-Op Business and the Drape Business are referred to herein collectively as the "Seller's Business") but excluding the assets of Seller used in its gel filled pad and cover business; and WHEREAS, the parties hereto desire to set forth certain representations, warranties and covenants made by each to the other as an inducement to the consummation of the transactions contemplated herein and certain additional agreements related thereto. NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: ARTICLE I PURCHASE AND SALE OF PURCHASED ASSETS 1.1 Assets to Be Acquired. Except as set forth in Section 1.2 hereof, subject to the terms and conditions of this Agreement, Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser, at the Clean-Op Closing and the Drape Business Closing (each as hereinafter defined), good and marketable title in and to all of the tangible and intangible assets of Seller used or held for use by Seller in the conduct of Seller's Business, whether situated at the premises of Seller or the premises of third parties, free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoever (collectively, the "Purchased Assets"), including, without limitation, the following: (a) Fixed Assets. All of Seller's machinery, appliances, equipment, including computer hardware and software (to the extent such software is assignable), tools, supplies, leasehold improvements, construction in progress, and furniture and fixtures, used or held for use by Seller in connection with Seller's Business, including, without limitation, those items designated on Schedule 3.13 as Clean-Op Fixed Assets and Drape Business Fixed Assets (collectively, the "Fixed Assets"). {PAGE} (b) Contracts. All of Seller's right, title and interest under the Contracts (as defined in Section 3.16 below) listed on Schedule 3.16 attached hereto (which are designated on Schedule 3.16 as Clean-Op Contracts or Drape Business Contracts). (c) Accounts Receivable. All accounts receivable of Seller outstanding as of the Closing for each of the Clean-Op Business and the Drape Business (collectively, "Accounts Receivable"). (d) Intellectual Property. All Intellectual Property (as defined in Section 3.17 below) of Seller relating to Seller's Business including, without limitation, tradenames (including "Deka"), trademarks, service marks, website, website domain name, patents (including, without limitation, all divisionals, continuations, continuations-in-part, reexams, reissues, extensions and foreign counterparts of such patents) and inventions, customer lists, business records, goodwill and other intangible assets, including, without limitation, those listed on Schedule 3.17 attached hereto as Clean-Op Intellectual Property or Drape Business Intellectual Property. (e) Licenses. All of Seller's licenses, consents, permits, variances, certifications and approvals (including, without limitation, 510(k) clearances and ISO certifications) of governmental agencies used or held for use in connection with Seller's Business, to the extent assignable, which are listed on Schedule 3.7 attached hereto as Clean-Op Licenses and Drape Business Licenses (collectively, the "Licenses"). (f) Deposits. All prepaid expenses, security and other deposits relating to Seller's Business, including, without limitation, those items listed on Schedule 3.10 attached hereto as Clean-Op Deposits and Drape Business Deposits (collectively, the "Deposits"). (g) Right to Claims. All benefits, rights or choses in action including rights of recoveries under insurance policies, warranties or guaranties relating to the Seller's Business. (h) Inventory. All of Seller's inventory for the Clean-Op Business and the Drape Business on hand at the Clean-Op Closing and the Drape Business Closing, as applicable (collectively, the "Inventory"). (i) Books and Records. All of Seller's books, records (including, without limitation computer records), files and other materials relating to the 114443	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Asset Purchase Agreement: Chase Manhattan Bank, – Purchaser may assign this Agreement to an "Affiliate" of Purchaser, and (b) Purchaser may assign its indemnification rights under this Agreement to The Chase Manhattan Bank, as Agent, under Purchaser's Amended and Restated Credit Agreement dated as of August 30, 1996, as amended. This Agreement may not _____________ dt 101538 ; Microtek Medical Microtek Medical Holdings, Inc. ( Medical Equipment & Supplies ) As referenced in this Asset Purchase Agreement: MICROTEK MEDICAL HOLDINGS INC – MICROTEK MEDICAL HOLDINGS INC _____________ dt 1850825 ;	Microtek Medical, Inc.; Deka Medical, Inc.
$83	Preview Full Doc	2001	Asset Purchase Agreement Asset Purchase Agreement (276K) Doc #124450: Click preview link for longer preview. ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of December 11, 2000, by and among Niagara Mohawk Power Corporation, a New York corporation ("NMPC"), New York State Electric & Gas Corporation, a New York corporation ("NYSEG"), Rochester Gas and Electric Corporation, a New York corporation ("RG&E"), and Central Hudson Gas & Electric Corporation, a New York corporation ("CHGEC"); (NMPC, NYSEG, RG&E and CHGEC are each individually referred to herein as a "Seller" and collectively as "Sellers") and Constellation Energy Group, Inc., a Maryland corporation ("Parent") and Constellation Nuclear, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Parent ("Buyer "). Sellers, Parent and Buyer are referred to individually as a "Party," and collectively as the "Parties." W I T N E S S E T H WHEREAS, except as set forth on Schedule 4.7 hereto, each Seller owns, as a tenant-in-common in the percentage set forth opposite such Seller's name on Schedule 1 hereto (" Proportionate Ownership"), an undivided interest in Nine Mile Point Unit 2 Nuclear Generating Facility ("NMP-2"), NRC Operating License No. NPF-69, located near Oswego, New York, and certain facilities and other assets associated therewith and ancillary thereto; WHEREAS, NMPC is responsible for the daily operations of NMP-2 pursuant to the terms of the Nine Mile Point Nuclear Station Unit 2 Operating Agreement, effective as of January 1, 1993, as amended, among the Co-Tenants (as defined below); WHEREAS, Buyer desires to purchase and assume, and Sellers desire to sell and assign the Purchased Interests (as defined in Section 2.1 below) and certain associated liabilities, upon the terms and conditions hereinafter set forth in this Agreement; WHEREAS, the Parties desire that Parent support the obligations of Buyer hereunder through the Closing; and WHEREAS, simultaneously with the execution hereof, Buyer and NMPC are entering into an Asset Purchase Agreement whereby Buyer will purchase the interests of NMPC in the Nine Mile Point Unit 1 Nuclear Generating Facility, NRC Operating License No. DPR-63 (collectively the "NMP-1 Interests"). NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements hereinafter set forth, and intending to be legally bound hereby, the Parties agree as follows: ARTICLE I DEFINITIONS 1.1. Definitions. As used in this Agreement, the following terms have the meanings specified in this Section 1.1. (1) "ABO" has the meaning set forth in Section 6.10(h)(A)(I). (2) "Additional Co-Tenant Interest Acquisition" has the meaning set forth in Section 6.4. (3) "Affiliate" has the meaning set forth in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934.