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Subscribers | 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
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
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
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.
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
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
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
|
| Subscribers | 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
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
;
Clifford Chance
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.
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
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
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
|
| Preview
Subscribers | 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
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
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
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.
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
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
|
| Preview
Subscribers | 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
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.
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.
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
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
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... |
| Preview
Subscribers | 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) $100,000; or (ii) the
remaining amount on the deductible on the insurance
policy, as evidenced by a written acknowledgment
from the insurer.
(c) Branhaven - (i) if Seller Parties obtain a coverage
letter from the Insurer as set forth herein, the
holdback shall be a sum equal to the lesser of (x)
263025
|
Chase Manhattan
As referenced in this Asset Contribution, Purchase and Sale Agreement [Amendment No. 3]:
Chase Manhattan Bank, – the sum of [$ .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
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
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
|
| Preview
Subscribers | 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
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
As referenced in this Asset Purchase Agreement:
MICROTEK MEDICAL HOLDINGS INC –
MICROTEK MEDICAL HOLDINGS INC
_____________
dt 1850825
;
| Microtek Medical, Inc.;
Deka Medical, Inc.
|
| Preview
Subscribers | 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.
(4) "Agreement" means this Asset Purchase Agreement together with the Schedules and Exhibits hereto, as the same may be from time to time amended.
(5) "Amount Realized" has the meaning set forth in Section 6.12.
(6) "Ancillary Agreements" means the Assignment and Assumption Agre |