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Asset Purchase Agreement
Asset Purchase Agreement (1,026K)
Doc #101705: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-2.1
{SEQUENCE}3
{PAGE}
EXHIBIT 2.1
CONFIDENTIAL
ASSET PURCHASE AGREEMENT
BY AND BETWEEN
UNITED STATES FILTER CORPORATION,
U.S. FILTER DISTRIBUTION GROUP, INC.
AND
BLUE ACQUISITION CORP.
dated
SEPTEMBER 12, 2002
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I DEFINITIONS; CONSTRUCTION ................................. 1
1.1 Definitions .............................................. 1
1.2 Construction ............................................. 9
ARTICLE II THE TRANSACTION .......................................... lO
2.1 Sale and Purchase of Assets .............................. lO
2.2 Retained Assets .......................................... l0
2.3 Assumption of Obligations ................................ 11
2.4 Retained Obligations ..................................... 12
2.5 Purchase Price ........................................... 13
2.6 Closing .................................................. 13
2.7 Payment .................................................. 14
2.8 Purchase Price Adjustment ................................ 14
2.9 Procedures for Calculating and Paying the Purchase Price
Adjustment ............................................... 14
2.10 Allocation of Purchase Price ............................. 16
ARTICLE III REPRESENTATIONS AND WARRANTIES OF DISTRIBUTION .......... 16
3.1 Organization and Authority ............................... 16
3.2 Authorization; Enforceability ............................ 17
3.3 Title to Purchased Assets ................................ 17
3.4 No Violation of Laws or Agreements; Consents ............. 17
3.5 Financial Statements ..................................... 18
3.6 No Changes ............................................... 18
3.7 Taxes .................................................... 19
3.8 Rights in Assets ......................................... 21
3.9 No Pending Litigation .................................... 21
3.10 Compliance With Law; Permits ............................. 22
3.11 Labor Matters ............................................ 22
3.12 Intellectual Property Rights ............................. 22
3.13 Employees; Employee Related Agreements and Plans; ERISA .. 24
3.14 Environmental Matters .................................... 27
3.15 Intentionally Omitted .................................... 28
3.16 Material Contracts ....................................... 28
3.17 Intentionally Omitted .................................... 28
3.18 Insurance ................................................ 28
3.19 Absence of Undisclosed Liabilities ....................... 29
3.20 Disclaimer of Warranties ................................. 29
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF USF .................... 29
4.1 Organization and Authority ............................... 29
4.2 Authorization; Enforceability ............................ 29
4.3 No Violation of Laws or Agreements; Consents ............. 30
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
4.4 Brokers, Finders, Etc. ................................... 30
4.5 Disclaimer of Warranties ................................. 30
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER ................... 31
5.1 Organization ............................................. 31
5.2 Authorization; Enforceability ............................ 31
5.3 No Violation of Laws; Consents; Creditors ................ 31
5.4 No Pending Litigation or Proceedings ..................... 31
5.5 Brokers, Finders, Etc .................................... 32
5.6 Financial Ability ........................................ 32
ARTICLE VI ACTIONS PRIOR TO CLOSING DATE ............................ 32
6.1 Access to Information .................................... 32
6.2 Notifications ............................................ 33
6.3 Consents of Third Parties ................................ 33
6.4 Filings Under the HSR Act ................................ 33
6.5 Operations Prior to Closing Date ......................... 34
6.6 Negotiations ............................................. 35
6.7 Guaranty and Surety Obligations .......................... 35
6.8 Termination of Receivables Purchase Facility ............. 36
6.9 Financial and Banking Information ........................ 36
6.10 Financing ................................................ 36
101705
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Badger Meter
As referenced in this Asset Purchase Agreement:
Badger Meter, Inc. – IN EXCESS OF $500,000
{TABLE}
OTHER PARTY AGREEMENT DATE
{S} {C} {C}
Neenah Foundry Company Consignment Agreement November 22, 2000
North American Pipe Corporation Distributor Agreement May 11, 2001
Badger Meter, Inc. Distributor Resale Supply Agreement May 18, 1998
Invensys Metering Systems Distributorship Agreements Various
Mueller Co. Distribution Agreements Various
{/TABLE}
(D) CONTRACTS FOR THE SALE OF GOODS AND/OR SERVICES
_____________
dt 1323142
;
Badger Meter
As referenced in this Asset Purchase Agreement:
Badger Meter, Inc. – IN EXCESS OF $500,000
{TABLE}
OTHER PARTY AGREEMENT DATE
{S} {C} {C}
Neenah Foundry Company Consignment Agreement November 22, 2000
North American Pipe Corporation Distributor Agreement May 11, 2001
Badger Meter, Inc. Distributor Resale Supply Agreement May 18, 1998
Invensys Metering Systems Distributorship Agreements Various
Mueller Co. Distribution Agreements Various
{/TABLE}
(D) CONTRACTS FOR THE SALE OF GOODS AND/OR SERVICES
_____________
dt 1456210
;
TOTAL
As referenced in this Asset Purchase Agreement:
TOTAL
------- -------- -------
{S – income from continuing operations for
the years ended December 31, 2001 and 2000 and for the nine months ended
December 31, 1999 consists of (in thousands):
{Table}
{Caption}
CURRENT DEFERRED TOTAL
------- -------- -------
{S } {C} {C} {C}
Year ended December 31, 2001:
U.S. Federal $26,146 1,605 27,751
State and local 3,932 241 4,173
------- -------- -------
$30,078 1,846
_____________
TOTAL
------------------------------------------------------------------------------------------------------------------------------------
{S – INSURANCE CLAIM: AIG GENERAL LIABILITY
{PAGE}
General Liability - AIG - Distribution Group
{Table}
{Caption}
------------------------------------------------------------------------------------------------------------------------------------
INCURRED RESERVES
CLAIMANT NAME BRANCH CASE# SYMBOL LOSS DATE STATUS LOSS TYPE ACCIDENT DESC. TOTAL PAID TOTAL TOTAL
------------------------------------------------------------------------------------------------------------------------------------
{S } {C} {C} {C} {C} {C} {C} {C} {C} {C} {C}
CITY OF BRAWLEY 253 55015 1 03/19/1997 Closed PRODUCT CMLT ALLEGES 11,870.42 11,870.42
_____________
TOTAL
-----------------------------------------------------------------------------------------------------------------------------------
{S – 02 PAGE 1 OF 2
{PAGE}
{Table}
{Caption}
General Liability - AIG - Distribution Group
-----------------------------------------------------------------------------------------------------------------------------------
CLAIMANT CASE LOSS LOSS INCURRED PAID RESERVES
NAME BRANCH # SYMBOL DATE STATUS TYPE ACCIDENT DESC. TOTAL TOTAL TOTAL
-----------------------------------------------------------------------------------------------------------------------------------
{S } {C} {C} {C} {C} {C} {C} {C} {C} {C} {C}
BARKER WANDA 253 70802 1 12/29/1999 Closed LIABILITY WRONGFUL DEATH AND 9,418.04 9,418.04
_____________
TOTAL
{S – INSURANCE CLAIMS: AIG AUTOMOBILE
{PAGE}
Auto Liability - AIG - Distribution Group
{Table}
{Caption}
SYM- LOSS LOSS INCURRED PAID RESERVES
CLAIMANT NAME BRANCH CASE # BOL DATE STATUS TYPE ACCIDENT DESC. TOTAL TOTAL TOTAL
{S } {C} {C} {C} {C} {C} {C} {C} {C} {C} {C}
HERTZ RENT-A-CAR 254 21919 2 01/25/1996 Closed AUTOCOLL INSURED DRIVER SLID INTO 912.42 1,
_____________
Total
-----------------------------------------------------------------------------------------------------------------------------------
{S – 02 Page 1 of 38
{PAGE}
Auto Liability - AIG - Distribution Group
{Table}
{Caption}
-----------------------------------------------------------------------------------------------------------------------------------
Case Loss Loss Accident Incurred Paid Reserves
Claimant Name Branch # Symbol Date Status Type Desc. Total Total Total
-----------------------------------------------------------------------------------------------------------------------------------
{S } {C} {C} {C} {C} {C} {C} {C} {C} {C} {C}
UNITED STATES
FILTER CORP 255 43294 1 02/05/1997 Closed AUTOCOMP ELECTRICAL SHORT IN 11,735.28 13,
_____________
dt 1394260
;
|
Vivendi Universal
As referenced in this Asset Purchase Agreement:
Vivendi Universal – as disclosed on Schedule 3.13(b), the
Vivendi Employee Benefit Plans are the only plans maintained by Vivendi
Environment S.A. or Vivendi Universal S.A. which benefit employees of
Distribution and none of such plans is subject to ERISA. Except for payroll tax
obligations which may
_____________
Vivendi Universal – United States Filter Corporation Management Deferred Compensation Plan
VIVENDI EMPLOYEE BENEFIT PLANS
- Vivendi 10 Stock Option Grant Program
- Vivendi Pegasus Share Incentive Plan
- Vivendi Universal Employee Stock Option Plan May 1999
- Vivendi Universal Employee Stock Option Plan May 2000
- Vivendi Environnement Employee Stock Option Plan February 2001
Page
_____________
Vivendi Universal – VIVENDI EMPLOYEE BENEFIT PLANS
- Vivendi 10 Stock Option Grant Program
- Vivendi Pegasus Share Incentive Plan
- Vivendi Universal Employee Stock Option Plan May 1999
- Vivendi Universal Employee Stock Option Plan May 2000
- Vivendi Environnement Employee Stock Option Plan February 2001
Page 42
{PAGE}
SCHEDULE 3.13(b)
STATUS OF
_____________
dt 277890
;
Vivendi Universal
As referenced in this Asset Purchase Agreement:
Vivendi Universal – as disclosed on Schedule 3.13(b), the
Vivendi Employee Benefit Plans are the only plans maintained by Vivendi
Environment S.A. or Vivendi Universal S.A. which benefit employees of
Distribution and none of such plans is subject to ERISA. Except for payroll tax
obligations which may
_____________
Vivendi Universal – United States Filter Corporation Management Deferred Compensation Plan
VIVENDI EMPLOYEE BENEFIT PLANS
- Vivendi 10 Stock Option Grant Program
- Vivendi Pegasus Share Incentive Plan
- Vivendi Universal Employee Stock Option Plan May 1999
- Vivendi Universal Employee Stock Option Plan May 2000
- Vivendi Environnement Employee Stock Option Plan February 2001
Page
_____________
Vivendi Universal – VIVENDI EMPLOYEE BENEFIT PLANS
- Vivendi 10 Stock Option Grant Program
- Vivendi Pegasus Share Incentive Plan
- Vivendi Universal Employee Stock Option Plan May 1999
- Vivendi Universal Employee Stock Option Plan May 2000
- Vivendi Environnement Employee Stock Option Plan February 2001
Page 42
{PAGE}
SCHEDULE 3.13(b)
STATUS OF
_____________
dt 277890
;
More... |
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| 2002 |
Stock Purchase Agreement
Stock Purchase Agreement (6K)
Doc #101880: Click preview link for longer preview.
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Agreement"), dated as of August 30, 2002, by and between SC BioSciences Corporation (the "Seller") and Ciphergen Biosystems, Inc. (the "Purchaser").
RECITALS:
A. The Seller and the Purchaser are the parties to the Joint Venture Agreement dated January 25, 1999 as amended by the First Amendment to Joint Venture Agreement dated March 15, 2002 ("Joint Venture Agreement") in which the Seller and the Purchaser agree, amongst other things, on certain terms and conditions with respect to the Buyout Option exercisable by the Purchaser to purchase from the Seller 1,000 Shares of Ciphergen Biosystems K.K. ("CBK");
B. The Purchaser exercises its Buyout Option to purchase the Option Shares from the Seller pursuant to the Section 5 of the Joint Venture Agreement.
Accordingly, the parties agree, pursuant to the Joint Venture Agreement, as follows:
101880
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Ciphergen
As referenced in this Stock Purchase Agreement:
Ciphergen Biosystems, Inc. – j5462_ex10d32.htm EX-10.32
Exhibit 10.32
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Agreement"), dated as of August 30, 2002, by and between SC BioSciences Corporation (the "Seller") and Ciphergen Biosystems, Inc. (the "Purchaser").
RECITALS:
A. The Seller and the Purchaser are the parties to the Joint Venture Agreement dated January 25, 1999 as amended by the First Amendment to Joint
_____________
Ciphergen Biosystems, Inc. – one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
SC BioSciences Corporation
By:
Name:
Toru Umehara
Title:
President
Ciphergen Biosystems, Inc.
By:
Name:
William E. Rich
Title:
President & C.E.O.
Schedule 1
Description and Price of the Option Shares
1.
Description of Option Shares
1,000 Common Stock
_____________
dt 1456395
;
Ciphergen
As referenced in this Stock Purchase Agreement:
Ciphergen Biosystems, Inc. – j5462_ex10d32.htm EX-10.32
Exhibit 10.32
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Agreement"), dated as of August 30, 2002, by and between SC BioSciences Corporation (the "Seller") and Ciphergen Biosystems, Inc. (the "Purchaser").
RECITALS:
A. The Seller and the Purchaser are the parties to the Joint Venture Agreement dated January 25, 1999 as amended by the First Amendment to Joint
_____________
Ciphergen Biosystems, Inc. – one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
SC BioSciences Corporation
By:
Name:
Toru Umehara
Title:
President
Ciphergen Biosystems, Inc.
By:
Name:
William E. Rich
Title:
President & C.E.O.
Schedule 1
Description and Price of the Option Shares
1.
Description of Option Shares
1,000 Common Stock
_____________
dt 1456418
;
| SC BioSciences Corporation
|
| Preview
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| 2000 |
Asset Purchase Agreement
Asset Purchase Agreement (27K)
Doc #108824: Click preview link for longer preview.
Exhibit-10.6
{SEQUENCE}4
{DESCRIPTION}ASSET PURCHASE AGREEMENT DATED NOVEMBER 1998
{PAGE}
EXHIBIT 10.6
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement is made as of _________, 1998 by and between
Illumina, Inc., a California corporation ("Buyer") and nGenetics, Inc., a
California corporation ("Seller"). This Asset Purchase Agreement, including all
schedules and exhibits, is referred to as the "Purchase Agreement."
RECITALS
--------
A. Seller develops technology related to high throughput genetic decoding
(the "Business").
B. Seller desires to sell and Buyer desires to purchase all of the assets
of Seller used in the Business.
AGREEMENT
---------
NOW, THEREFORE, the parties agree as follows:
1. PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES
------------------------------------------------
1.1 Purchase of Assets. At the Closing, Seller will sell, transfer,
------------------
and convey to Buyer, and Buyer will purchase from Seller the following assets as
listed in Schedule 1.1 (the "Assets"):
(a) Equipment. All equipment, furniture and other tangible
---------
personal property owned by Seller.
(b) Intellectual Property. All right, title and interest of
---------------------
Seller in and to all patents, copyrights, trademarks, service marks, trade
names, trade secrets, mask works, proprietary information, technology rights and
licenses, proprietary rights and processes, know-how, research and development
in progress, all domestic and foreign applications, registrations and renewals
of any of the foregoing, and any and all other intellectual property including,
without limitation, all things authored, discovered, developed, made, perfected,
improved, designed, engineered, devised, acquired, produced, conceived or first
reduced to practice by Seller or any of its employees in the course of their
employment by Seller, including but not limited to those that are relevant to an
understanding or the continuation of the Business, whether tangible or
intangible, improvements, inventions, works of authorship, formulas, processes,
routines, subroutines, techniques, concepts, object code, flow charts, diagrams,
coding sheets, source code, listings and annotations, programmers' notes,
information, work papers, work product and other materials of any types
whatsoever, and all rights of any kind in or to any of the foregoing
(collectively, the "Intellectual Property") which are relevant or applicable to
the Business.
(c) Claims. All claims of Seller against any parties relating to
------
items included in the Assets, including, without limitation, unliquidated rights
under manufactures' and
{PAGE}
vendors' warranties or guaranties, claims for trade secret misappropriation and
infringement of the Intellectual Property, and claims for breach of employee
proprietary information agreements.
(d) Permits and Licenses. Government permits and licenses used in
--------------------
the conduct of the Business, to the extent transferable.
(e) Books and Records. All information, files and records
-----------------
directly relating to the foregoing and which Buyer reasonably expects may be
useful to Buyer. In case of any disagreement as to whether an item directly
relates to the foregoing, Buyer shall be permitted to copy such item.
1.2 Assumption of Liabilities. Buyer shall not assume and shall not
-------------------------
be obligated to pay, discharge, or indemnify any party, with respect to any
obligations or liabilities of, or claims against, Seller, whether now or
hereafter existing or created (collectively, "Claims"), including but not
limited to:
(i) Any Claims under any expressed or implied contracts
relating to products or services, including without limitation Claims with
respect to product warranties or product liabilities;
(ii) taxes of any nature whatsoever of Seller arising from
the operation of the Business or the ownership of the Assets for any period (or
portion of any period) ending on or prior to the Closing Date ("Seller Taxes");
(iii) Claims under any employee agreements, including profit
sharing, pension, or other equity benefit or ERISA plan for Seller's employees;
and
(iv) Any other Claims arising out of the operation of the
108824
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Illumina
As referenced in this Asset Purchase Agreement:
ILLUMINA INC –
ILLUMINA INC
_____________
Illumina, Inc. – 6
4
ASSET PURCHASE AGREEMENT DATED NOVEMBER 1998
EXHIBIT 10.6
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement is made as of _________, 1998 by and between
Illumina, Inc. , a California corporation ("Buyer") and nGenetics, Inc., a
California corporation ("Seller"). This Asset Purchase Agreement, including all
schedules and exhibits, is referred to as the "Purchase Agreement."
RECITALS
--------
A.
_____________
Illumina, Inc. – are offered to
the other purchasers therein.
2. CLOSING
-------
2.1 The Closing. The closing of the purchase of the Assets (the
-----------
"Closing") shall be held at the offices of Illumina, Inc. , 9390 Towne Center
Drive, Suite 200, San Diego, California on _________, 1998, or such other place
and date as the parties shall agree (the "Closing Date").
2.2 Actions
_____________
Illumina, Inc. – addressed to the parties at the addresses of the parties set forth below or
at such other address as a party may request by notifying the other in writing.
BUYER:
Illumina, Inc.
9390 Towne Center Drive, Ste. 200
San Diego, California 92121
Attention: John R. Stuelpnagel
---------
-7-
SELLER:
nGenetics, Inc.
Attention: Mark Chee
---------
6.2 Entire Agreement; Amendment. This Purchase
_____________
ILLUMINA, INC. – be the sole responsibility of the party incurring such expenses.
-8-
IN WITNESS WHEREOF, the parties have executed this Purchase Agreement as of
the date first written above.
"BUYER" ILLUMINA, INC.
By:______________________________
John R. Stuelpnagel, President
"SELLER" nGENETICS, INC.
By:_____________________________
Title:__________________________
SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT
-9-
Schedule 1.1
nGenetics Assets
1. Intellectual Property
[*]
_____________
dt 1848619
;
|
Illumina
As referenced in this Asset Purchase Agreement:
Illumina, Inc. – 6
{SEQUENCE}4
{DESCRIPTION}ASSET PURCHASE AGREEMENT DATED NOVEMBER 1998
{PAGE}
EXHIBIT 10.6
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement is made as of _________, 1998 by and between
Illumina, Inc. , a California corporation ("Buyer") and nGenetics, Inc., a
California corporation ("Seller"). This Asset Purchase Agreement, including all
schedules and exhibits, is referred to as the "Purchase Agreement."
RECITALS
--------
A.
_____________
Illumina, Inc. – are offered to
the other purchasers therein.
2. CLOSING
-------
2.1 The Closing. The closing of the purchase of the Assets (the
-----------
"Closing") shall be held at the offices of Illumina, Inc. , 9390 Towne Center
Drive, Suite 200, San Diego, California on _________, 1998, or such other place
and date as the parties shall agree (the "Closing Date").
2.2 Actions
_____________
Illumina, Inc. – addressed to the parties at the addresses of the parties set forth below or
at such other address as a party may request by notifying the other in writing.
BUYER:
Illumina, Inc.
9390 Towne Center Drive, Ste. 200
San Diego, California 92121
Attention: John R. Stuelpnagel
---------
-7-
{PAGE}
SELLER:
nGenetics, Inc.
Attention: Mark Chee
---------
6.2 Entire Agreement; Amendment. This Purchase
_____________
ILLUMINA, INC. – be the sole responsibility of the party incurring such expenses.
-8-
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Purchase Agreement as of
the date first written above.
"BUYER" ILLUMINA, INC.
By:______________________________
John R. Stuelpnagel, President
"SELLER" nGENETICS, INC.
By:_____________________________
Title:__________________________
SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT
-9-
{PAGE}
Schedule 1.1
nGenetics Assets
1. Intellectual Property
[*]
_____________
dt 1483502
|
| Preview
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| 2003 |
Asset Purchase Agreement
Asset Purchase Agreement (38K)
Doc #117768: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
This AGREEMENT, made this 3rd day of March 2003, is by and among HATHAWAY PROCESS INSTRUMENTATION CORPORATION, a Colorado corporation ("Seller"), BETA CALIBRATOR CORP., a Texas corporation ("Buyer"), and MARTEL ELECTRONICS CORP., a New Hampshire corporation ("Guarantor").
Recitals:
A. Seller is engaged in the business of designing, manufacturing and distributing process instrumentation calibrators (the "Products") under the trade name "Beta Calibrators" (hereinafter referred to as the "Beta Calibrators Business").
B. Seller desires to sell and transfer substantially all of the operating assets used in its Beta Calibrators Business, and Buyer desires to purchase those assets and assume certain liabilities of Seller related to the Beta Calibrators Business, all on the terms and conditions set forth in this Agreement.
C. Buyer is a wholly-owned subsidiary of Guarantor, and Guarantor agrees to guarantee all of Buyer's responsibilities and obligations under this Agreement.
NOW, THEREFORE, the parties hereto, for good and valuable consideration as set forth below, hereby agree as follows:
ARTICLE 1
Purchase and Sale of Assets
1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, as hereinafter defined, Seller shall sell and Buyer shall purchase the Assets, as hereinafter defined, free and clear of all liens, encumbrances and security interests, and Buyer shall pay to Seller the Purchase Price, as hereinafter defined, in the amount and manner and at the time hereinafter specified.
1.2 Assets to be Purchased. The following is an identification of the assets to be transferred to Buyer (the "Assets") at Closing:
(a) Inventory. All finished, in process and raw material inventory of the Beta Calibrators Business, located at Seller's leased facility in Farmers Branch, Texas or held by Seller's suppliers for outside processing or ordered by Seller, in each instance as of the date of Closing (the "Inventory").
117768
|
Allied Motion
As referenced in this Asset Purchase Agreement:
Allied Motion Technologies, – party shall specify for this purpose in a notice given in the same manner:
If to Seller:
Hathaway Process Instrumentation Corporation
c/o Allied Motion Technologies, Inc.
23 Inverness Way East, Suite 150
Englewood, Colorado, 80112
Attn: Richard D. Smith, President
Copies of notices to Seller shall be
_____________
dt 220189
;
Allied Motion
As referenced in this Asset Purchase Agreement:
Allied Motion Technologies, Inc. – or to such other address as a party shall specify for this purpose in a notice given in the same manner:
If to Seller:
Hathaway Process Instrumentation Corporation
c/o Allied Motion Technologies, Inc.
23 Inverness Way East, Suite 150
Englewood, Colorado, 80112
Attn: Richard D. Smith, President
Copies of notices to Seller shall be sent to:
Jaeckle Fleischmann & Mugel, LLP
800
_____________
dt 1483239
;
|
Allied Motion
As referenced in this Asset Purchase Agreement:
Allied Motion Technologies, Inc. – or to such other address as a party shall specify for this purpose in a notice given in the same manner:
If to Seller:
Hathaway Process Instrumentation Corporation
c/o Allied Motion Technologies, Inc.
23 Inverness Way East, Suite 150
Englewood, Colorado, 80112
Attn: Richard D. Smith, President
Copies of notices to Seller shall be sent to:
Jaeckle Fleischmann & Mugel, LLP
800
_____________
dt 1459038
|
| Preview
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| 2002 |
Securities Purchase Agreement
Securities Purchase Agreement (77K)
Doc #124909: Click preview link for longer preview.
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 21, 2002, by and among SMARTIRE SYSTEMS, INC., a British Columbia corporation, with headquarters located at Suite 150-13151 Vanier Place, Richmond, British Columbia Canada, V6V 2J1 (the "Company"), and the Buyer listed on Schedule I attached hereto (the "Buyer" ).
WITNESSETH:
WHEREAS, the Company and the Buyer are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of:
(i) Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"); and
(ii) Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission (the "BCSC");
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer , as provided herein, and the Buyer shall purchase up to Four Hundred Thousand Dollars ($400,000) of five percent (5%) secured convertible debentures substantially in the form attached hereto as Exhibit A (the "Convertible Debentures"), which shall be convertible into shares of the Company's common stock, no par value (the "Common Stock") (as converted, the "Conversion Shares"), for a total purchase price of up to Four Hundred Thousand Dollars ($400,000), (the "Purchase Price") in the respective amounts set forth opposite the Buyer's name on Schedule I ( the "Subscription Amount") of which Two Hundred Thousand Dollars ($200,000) shall be funded on the date hereof and Two Hundred Thousand Dollars ($200,000) upon the effectiveness of the registration statement filed in connection with this transaction;
WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement substantially in the form attached hereto as Exhibit B (the "Investor Registration Rights Agreement") pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws;
WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Security Agreement substantially in the form attached hereto as Exhibit C (the "Security Agreement") pursuant to which the Company has agreed to provide the Buyer a security interest in Pledged Collateral (as this term is defined in the Security Agreement dated the date hereof) in the event of a default of the Company's obligations herein, contained in the Convertible Debenture and contained in the Investor Registration Rights Agreement; and
WHEREAS, the aggregate proceeds of the sale of the Convertible Debentures contemplated hereby shall be held in escrow pursuant to the terms of an Escrow Agreement contemporaneously executed by the parties with the execution and delivery of this Agreement substantially in the form of the Escrow Agreement attached hereto as Exhibit D (the "Escrow Agreement").
NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Buyer hereby agree as follows:
1. PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.
(a) Purchase of Convertible Debentures. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Buyer agrees, to Purchase at Closing (as defined herein below) and the Company agrees to sell and issue to the Buyer at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite the Buyer's name on Schedule I hereto. Upon execution hereof by the Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "Wachovia Bank, N.A., as Escrow Agent for SmarTire Systems Inc./ Cornell Capital Partners, LP ", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement and disbursed in accordance therewith. Notwithstanding the foregoing, the Buyer may withdraw its Subscription Amount and terminate this Agreement at any time after the execution hereof and prior to Closing (as hereinafter defined).
(b) Closing Date. The closing of the purchase and sale of the Convertible Debentures (the "Closing") shall take place at 10:00 a.m. Eastern Standard Time on November 21, 2002 or such other date as is mutually agreed to by the Company and the Buyer). The Closing shall occur on the Closing Date at the offices of Butler Gonzalez, LLP, 1000 Stuyvesant Avenue, Suite 6, Union, NJ 07083 (or such other place as is mutually agreed to by the Company and the Buyer ).
(c) Escrow Arrangements; Form of Payment. Upon execution hereof by the Buyer and pending Closing, the aggregate proceeds of the sale of the Convertible Debentures to the Buyer pursuant hereto, plus the fees and expenses of the Buyer and Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account with Wachovia Bank, N.A., as escrow agent ("Escrow Agent"), pursuant to the terms of the Escrow Agreement between the Company, the Buyer and the Escrow Agent in the form attached hereto as Exhibit D. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the Company's lawyers, Clark, Wilson, Barristers and Solicitors, in accordance with the wiring instructions attached hereto as Schedule II, on behalf of the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to the Buyer at the Closing minus the fees and expenses of the Buyer and Butler Gonzalez LLP, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to the Buyer, Convertible Debentures which the Buyer is purchasing in amounts indicated opposite the Buyer's name on Schedule I, duly executed on behalf of the Company.
2. DOCUMENTS REQUIRED FROM BUYER
The Buyer must complete, sign and return to the Company:
(a) an executed copy of this Agreement;
(b) a Prospective Investor Suitability Questionnaire in the form attached as Exhibit E (the US Questionnaire");
(c) if the Buyer is purchasing pursuant to Multilateral Instrument 45-103 adopted by the BCSC, a British Columbia Accredited Investor Questionnaire in the form attached as Exhibit F (together with the US Questionnaire, the "Questionnaires"); and
(d) if the Buyer is purchasing pursuant to Section 74(2)(4) of the Securities Act (British Columbia) (the "B.C. Act") a Form 45-903F1 in the form attached as Exhibit "G".
124909
|
SmarTire
As referenced in this Securities Purchase Agreement:
SMARTIRE SYSTEMS, INC. –
_
EX-10 6 smspa.htm EXHIBIT 10.38
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 21, 2002, by and among SMARTIRE SYSTEMS, INC. , a British Columbia corporation, with headquarters located at Suite 150-13151 Vanier Place, Richmond, British Columbia Canada, V6V 2J1 (the "Company"), and the Buyer listed on Schedule I attached
_____________
SmarTire Systems Inc. – wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "Wachovia Bank, N.A., as Escrow Agent for SmarTire Systems Inc. / Cornell Capital Partners, LP ", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement and disbursed in accordance therewith. Notwithstanding the foregoing, the
_____________
Smartire Systems Inc. – overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:
If to the Company, to:
Smartire Systems Inc.
Richmond Corporate Centre
Suite 150-13151 Vanier Place
Richmond, British Columbia
Canada V6V 2J1
Attention: President
Telephone: (604) 276-9884
Facsimile: (604) 276-2353
With a copy to:
Clark,
_____________
SMARTIRE SYSTEMS INC. – PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Buyers and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first written above.
COMPANY:
SMARTIRE SYSTEMS INC.
By: /s/ Robert Rudman
Name: Robert Rudman
Title: President
BUYER:
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Mark Angelo
Name: Mark Angelo
Title:
_____________
dt 1321881
;
SmarTire
As referenced in this Securities Purchase Agreement:
SMARTIRE SYSTEMS, INC. –
_
EX-10 6 smspa.htm EXHIBIT 10.38
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 21, 2002, by and among SMARTIRE SYSTEMS, INC. , a British Columbia corporation, with headquarters located at Suite 150-13151 Vanier Place, Richmond, British Columbia Canada, V6V 2J1 (the "Company"), and the Buyer listed on Schedule I attached
_____________
dt 1321928
;
|
TRW
As referenced in this Securities Purchase Agreement:
TRW Inc – Company and its subsidiaries believe that their relations with their employees are good.
(o) Intellectual Property Rights. Subject to the security granted to TRW Inc . the Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark
_____________
dt 123492
;
 Wachovia Bank
As referenced in this Securities Purchase Agreement:
"Wachovia Bank, – shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "Wachovia Bank, N.A., as Escrow Agent for SmarTire Systems Inc./ Cornell Capital Partners, LP ", which Subscription Amount shall be held in escrow pursuant
_____________
Wachovia Bank, – plus the fees and expenses of the Buyer and Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account with Wachovia Bank, N.A., as escrow agent ("Escrow Agent"), pursuant to the terms of the Escrow Agreement between the Company, the Buyer and the
_____________
dt 88559
|
| Preview
Full Doc
| 2003 |
Asset Purchase Agreement
Asset Purchase Agreement (98K)
Doc #131052: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
DATED AS OF JUNE 27, 2003
by and among
APA OPTICS, INC. ("APA")
APA CABLES AND NETWORKS, INC. ("Buyer")
and
AMERICABLE, INC. ("Americable")
{PAGE}
TABLE OF CONTENTS
1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. SALE AND TRANSFER OF ASSETS; CLOSING. . . . . . . . . . . . . . 8
2.1 ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.2 PURCHASE PRICE. . . . . . . . . . . . . . . . . . . . . . . . . 8
2.3 ESCROW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.4 ALLOCATION OF PURCHASE PRICE. . . . . . . . . . . . . . . . . . 9
2.5 ASSUMPTION OF LIABILITIES . . . . . . . . . . . . . . . . . . . 9
2.6 CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.7 CLOSING OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . 10
2.8 PRORATION OF EXPENSES . . . . . . . . . . . . . . . . . . . . . 11
2.9 TITLE AND RISK OF LOSS. . . . . . . . . . . . . . . . . . . . . 12
3. REPRESENTATIONS AND WARRANTIES OF AMERICABLE. . . . . . . . . . 13
3.1 ORGANIZATION AND GOOD STANDING. . . . . . . . . . . . . . . . . 13
3.2 AUTHORITY; NO CONFLICT. . . . . . . . . . . . . . . . . . . . . 13
3.3 FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . 14
3.4 TITLE TO PROPERTIES; ENCUMBRANCES . . . . . . . . . . . . . . . 15
3.5 CONDITION AND SUFFICIENCY OF ASSETS . . . . . . . . . . . . . . 15
3.6 CLEAR TITLE . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.7 PRODUCT LIABILITY CLAIMS. . . . . . . . . . . . . . . . . . . . 15
3.8 ACCOUNTS RECEIVABLE . . . . . . . . . . . . . . . . . . . . . . 16
3.9 INVENTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.10 NO UNDISCLOSED LIABILITIES. . . . . . . . . . . . . . . . . . . 16
3.11 TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.12 NO MATERIAL ADVERSE CHANGE. . . . . . . . . . . . . . . . . . . 17
3.13 EMPLOYEE BENEFITS . . . . . . . . . . . . . . . . . . . . . . . 17
3.14 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL
AUTHORIZATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.15 LEGAL PROCEEDINGS; ORDERS . . . . . . . . . . . . . . . . . . . 19
3.16 CONTRACTS; NO DEFAULTS. . . . . . . . . . . . . . . . . . . . . 20
3.17 INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.18 ENVIRONMENTAL MATTERS . . . . . . . . . . . . . . . . . . . . . 22
3.19 EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.20 INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . 22
3.21 DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.22 BROKERS OR FINDERS. . . . . . . . . . . . . . . . . . . . . . . 24
3.23 NEGOTIATION OF PURCHASE PRICE . . . . . . . . . . . . . . . . . 24
3.24 INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.25 AMERICABLE CREDITORS. . . . . . . . . . . . . . . . . . . . . . 24
4. REPRESENTATIONS AND WARRANTIES OF BUYER AND APA . . . . . . . . 24
4.1 ORGANIZATION AND GOOD STANDING. . . . . . . . . . . . . . . . . 25
{PAGE}
4.2 AUTHORITY; NO CONFLICT. . . . . . . . . . . . . . . . . . . . . 25
4.3 CERTAIN PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . 26
4.4 BROKERS OR FINDERS. . . . . . . . . . . . . . . . . . . . . . . 26
5. CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE. . . . . . 28
5.1 ACCURACY OF REPRESENTATIONS . . . . . . . . . . . . . . . . . . 28
5.2 PERFORMANCE BY AMERICABLE . . . . . . . . . . . . . . . . . . . 28
5.3 CONSENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.4 ADDITIONAL DOCUMENTS. . . . . . . . . . . . . . . . . . . . . . 29
5.5 NO PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . 29
5.6 NO CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.7 NO PROHIBITION. . . . . . . . . . . . . . . . . . . . . . . . . 29
5.8 DUE DILIGENCE REVIEW. . . . . . . . . . . . . . . . . . . . . . 29
6. CONDITIONS PRECEDENT TO OBLIGATION OF AMERICABLE TO CLOSE . . . 29
6.1 ACCURACY OF REPRESENTATIONS . . . . . . . . . . . . . . . . . . 29
6.2 BUYER'S PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . 30
6.3 CONSENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.4 ADDITIONAL DOCUMENTS. . . . . . . . . . . . . . . . . . . . . . 30
6.5 NO INJUNCTION . . . . . . . . . . . . . . . . . . . . . . . . . 30
7. INDEMNIFICATION; REMEDIES . . . . . . . . . . . . . . . . . . . 31
7.1 SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. . 31
7.2 INDEMNIFICATION BY AMERICABLE . . . . . . . . . . . . . . . . . 32
8. GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . 33
8.1 EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.2 PUBLIC ANNOUNCEMENTS. . . . . . . . . . . . . . . . . . . . . . 33
8.3 CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . 33
8.4 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.5 JURISDICTION; SERVICE OF PROCESS. . . . . . . . . . . . . . . . 34
8.6 FURTHER ASSURANCES. . . . . . . . . . . . . . . . . . . . . . . 35
8.7 WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.8 ENTIRE AGREEMENT AND MODIFICATION . . . . . . . . . . . . . . . 35
8.9 ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS. . . . . . . 35
8.10 SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.11 SECTION HEADINGS, CONSTRUCTION. . . . . . . . . . . . . . . . . 36
8.12 TIME OF ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . 36
8.13 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.14 COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . 36
9. COVENANTS REGARDING PERFORMANCE FOLLOWING THE DATE OF CLOSING . 36
9.1 COLLECTION OF RECEIVABLES . . . . . . . . . . . . . . . . . . . 36
9.2 FURTHER ACTS AND ASSURANCES . . . . . . . . . . . . . . . . . . 37
9.3 USE OF FACILITIES . . . . . . . . . . . . . . . . . . . . . . . 37
ii
{PAGE}
9.4 JOINDER AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . 37
9.5 SETTLEMENT OF DEBTS . . . . . . . . . . . . . . . . . . . . . . 37
SCHEDULE 2.3 PURCHASE PRICE ADJUSTMENT
SCHEDULE 2.5 LIABILITIES
EXHIBIT 2.3 FORM OF ESCROW AGREEMENT
EXHIBIT 2.5 ASSUMPTION AGREEMENT
EXHIBIT 2.7 BILL OF SALE
iii
{PAGE}
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT ("Agreement") is made as of June 27, 2003, by
and among APA Cables and Networks, Inc., a Minnesota corporation ("Buyer"), APA
Optics, Inc., a Minnesota corporation ("APA"), and Americable, Inc., a Minnesota
corporation ("Americable").
RECITALS
Buyer is a wholly-owned Subsidiary of APA.
Buyer desires to purchase substantially all assets of Americable, and Americable
desires to sell such assets to Buyer, for the consideration and on the terms set
forth in this Agreement.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
1. DEFINITIONS
For purposes of this Agreement, the following terms have the meanings specified
or referred to in this Section 1:
"Americable"-- as defined in the introductory paragraph of this Agreement.
------------
"Americable Financial Statements"-- as defined in the Section 2.7(viii) of this
----------------------------------
Agreement.
"APA"--as defined in the introductory paragraph of this Agreement.
-----
"Applicable Contract"--any Contract included in the Assets which would be deemed
---------------------
"material" to a prudent business person and (a) under which Americable has or
may acquire any material rights, (b) under which Americable has or may become
subject to any material obligation or liability, or (c) by which Americable or
any of the material assets owned or used by it is or is likely to become bound.
By way of example and not limitation, a Contract is material if it provides or
is likely to provide substantial revenues or is likely to subject Americable to
substantial liability. A contract for acquisition by Americable of services or
goods which cannot be obtained from another source or provider is also material.
"Assets"--the assets, tangible and intangible, of Americable used or useful in
--------
Americable's business, wherever located, consisting of all of Americable's
assets as of the date of this Agreement, plus additions and accretions between
the date of this Agreement and the Closing Date. By way of example, and not in
limitation of the foregoing, the Assets include all equipment, inventory,
finished product, intellectual property, trade secrets, accounts receivable,
Contracts, commitments, customer lists, recoveries in insurance, litigation or
warranty with respect to any assets, work-in process, the corporate name and
assumed names, and all goodwill; provided, however, that the Assets do not
-------- -------
include the Excluded Assets (as hereinafter defined).
131052
|
APA Optics
As referenced in this Asset Purchase Agreement:
APA OPTICS, INC. –
{DOCUMENT}
{TYPE}EX-2
{SEQUENCE}3
{FILENAME}doc2.txt
{TEXT}
EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
DATED AS OF JUNE 27, 2003
by and among
APA OPTICS, INC. ("APA")
APA CABLES AND NETWORKS, INC. ("Buyer")
and
AMERICABLE, INC. ("Americable")
{PAGE}
TABLE OF CONTENTS
1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. SALE AND TRANSFER OF ASSETS; CLOSING. . . . . . . . . . . . . . 8
2.1 ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
_____________
APA
Optics, Inc. – SALE
iii
{PAGE}
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT ("Agreement") is made as of June 27, 2003, by
and among APA Cables and Networks, Inc., a Minnesota corporation ("Buyer"), APA
Optics, Inc. , a Minnesota corporation ("APA"), and Americable, Inc., a Minnesota
corporation ("Americable").
RECITALS
Buyer is a wholly-owned Subsidiary of APA.
Buyer desires to purchase substantially all assets of Americable,
_____________
APA Optics, Inc. – 55438
Attn: CEO
With a copy to:
John C. Thomas
Dorsey & Whitney LLP
50 South Sixth Street
Suite 1500
Minneapolis, MN 55402
Buyer:
APA Cables and Networks, Inc.
c/o APA Optics, Inc.
2950 N.E. 84th Lane
Blaine, MN 55449
Attn: President/CEO
With a copy to:
Janna R. Severance
Moss & Barnett, P.A.
4800 Wells Fargo Center
90 South Seventh
_____________
APA OPTICS, INC. – and delivered this Agreement
as of the date first written above.
AMERICABLE, INC. APA CABLES AND NETWORKS, INC.
By By
------------------------------ --------------------------------
Its Its
------------------------------ --------------------------------
------------------------------ --------------------------------
Print Name and Title Print Name and Title
APA OPTICS, INC.
By
------------------------------------
Its
------------------------------------
------------------------------------
Print Name and Title
35
{PAGE}
{/TEXT}
{/DOCUMENT}
_____________
dt 1483384
;
APA Optics
As referenced in this Asset Purchase Agreement:
APA OPTICS, INC. –
{DOCUMENT}
{TYPE}EX-2
{SEQUENCE}3
{FILENAME}doc2.txt
{TEXT}
EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
DATED AS OF JUNE 27, 2003
by and among
APA OPTICS, INC. ("APA")
APA CABLES AND NETWORKS, INC. ("Buyer")
and
AMERICABLE, INC. ("Americable")
{PAGE}
TABLE OF CONTENTS
1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. SALE AND TRANSFER OF ASSETS; CLOSING. . . . . . . . . . . . . . 8
2.1 ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
_____________
APA
Optics, Inc. – SALE
iii
{PAGE}
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT ("Agreement") is made as of June 27, 2003, by
and among APA Cables and Networks, Inc., a Minnesota corporation ("Buyer"), APA
Optics, Inc. , a Minnesota corporation ("APA"), and Americable, Inc., a Minnesota
corporation ("Americable").
RECITALS
Buyer is a wholly-owned Subsidiary of APA.
Buyer desires to purchase substantially all assets of Americable,
_____________
APA Optics, Inc. – 55438
Attn: CEO
With a copy to:
John C. Thomas
Dorsey & Whitney LLP
50 South Sixth Street
Suite 1500
Minneapolis, MN 55402
Buyer:
APA Cables and Networks, Inc.
c/o APA Optics, Inc.
2950 N.E. 84th Lane
Blaine, MN 55449
Attn: President/CEO
With a copy to:
Janna R. Severance
Moss & Barnett, P.A.
4800 Wells Fargo Center
90 South Seventh
_____________
APA OPTICS, INC. – and delivered this Agreement
as of the date first written above.
AMERICABLE, INC. APA CABLES AND NETWORKS, INC.
By By
------------------------------ --------------------------------
Its Its
------------------------------ --------------------------------
------------------------------ --------------------------------
Print Name and Title Print Name and Title
APA OPTICS, INC.
By
------------------------------------
Its
------------------------------------
------------------------------------
Print Name and Title
35
{PAGE}
{/TEXT}
{/DOCUMENT}
_____________
dt 1459209
;
Vicom
As referenced in this Asset Purchase Agreement:
Vicom, Inc – of $166,000, (3)
pre-paid expenses up to the amount of $179,000, (4) 193,800 shares of the common
stock of Vicom, Inc . held by or on behalf of Americable, (5) the Irrevocable
Standby Letter of Credit (the "Letter of Credit") issued by National City
_____________
dt 277842
;
|
Vicom
As referenced in this Asset Purchase Agreement:
Vicom, Inc – of $166,000, (3)
pre-paid expenses up to the amount of $179,000, (4) 193,800 shares of the common
stock of Vicom, Inc . held by or on behalf of Americable, (5) the Irrevocable
Standby Letter of Credit (the "Letter of Credit") issued by National City
_____________
dt 277842
;
National City
As referenced in this Asset Purchase Agreement:
National City Bank – holder of the $10,000,000 Subordinated Debentures issued pursuant
------------
to that certain Indenture dated as of December 1, 2000 between Americable and
National City Bank of Minneapolis, as Trustee.
"Breach"--a "Breach" by a Person of a representation, warranty, covenant,
--------
obligation, or other provision of this Agreement
_____________
National City Bank
– of Vicom, Inc. held by or on behalf of Americable, (5) the Irrevocable
Standby Letter of Credit (the "Letter of Credit") issued by National City Bank
(and restricted cash collateral for the same) in the face amount of $235,000 in
6
{PAGE}
favor of in favor of
_____________
dt 103541
;
More... |
| Preview
Full Doc
| 1999 |
OEM Purchase Agreement
OEM Purchase Agreement (41K)
Doc #141996: Click preview link for longer preview.
FARO OEM PURCHASE AGREEMENT
FARO Technologies, Inc.
125 Technology Park
Lake Mary, Florida 32746
Hereinafter "FARO"
and
Brown & Sharpe Manufacturing Company
Precision Park
200 Frenchtown Road
North Kingstown, RI 02818
Hereinafter "COMPANY"
1.0 SCOPE
1.1 FARO sells and licenses certain measurement equipment, computer
hardware, software products and replacement and service products.
In particular, Faro sells its products directly to users, through a
variety of distributors, and to original equipment manufacturers
(OEM) and will continue to do so.
COMPANY wishes to purchase certain products more specifically
described in Appendix A1 hereto, (hereafter referred to as
"PRODUCTS"), from FARO for resale, and is willing to provide its
customers, for their own use and not for resale, the service and
support necessary for systems so incorporated.
2.0 APPOINTMENT
2.1 FARO appoints COMPANY as a non-exclusive authorized OEM purchaser of
the PRODUCTS and COMPANY accepts this appointment. This appointment
shall continue until expiration or termination of this agreement in
accordance with its terms, but is conditioned upon COMPANY's ongoing
compliance with this agreement.
{PAGE}
2.2 Conditions of continued appointment.
2.2.1 COMPANY agrees as follows:
a. To resell PRODUCTS only as an integral component of
hardware or software manufactured by COMPANY. Compliance
with this Section requires the COMPANY to relabel the
PRODUCTS in a manner that the PRODUCTS will not compete
with "off-the-shelf" PRODUCTS sold by FARO in its other
sales programs.
b. COMPANY will only advertise and promote Products as
integral components of its own hardware and software as
described in Appendix A2.
c. COMPANY will sell PRODUCTS using existing methods of direct
sale and distribution.
d. COMPANY'S use of PRODUCTS in the manufacturing process
shall be subject to the confidentiality provisions of
Paragraph 6.2 hereafter.
2.2.2 FARO agrees as follows:
a. FARO will sell PRODUCTS to COMPANY in conjunction with the
sale of COMPANY's hardware and software or for retrofit on
previously sold COMPANY hardware and software on the
commercial terms of delivery and payment set forth in
Section 4.1, 4.6 and 4.7.
b. FARO will train up to four (4) COMPANY personnel selling
and supporting FARO'S PRODUCTS at FARO'S training facility
in Lake Mary, Florida at a mutually agreed time.
2.3 LICENSE OF PATENT RIGHTS
FARO has right, title, and interest in and to patents and patent
applications concerning features of, and methods of operating,
articulated-arm coordinate measuring machines and related
technologies (collectively "the Patents"). FARO hereby grants
COMPANY a non-exclusive license to (I) use PRODUCTS that include
features covered by the Patents and, in the use of such PRODUCTS,
use any methods of operation covered by the Patents and (ii) resell
the PRODUCTS.
2
{PAGE}
FARO does not grant COMPANY any license to manufacture or otherwise
assist in the making of the PRODUCTS or to use the methods of
operation set forth in the Patents in operating any machine other
than the PRODUCTS.
2.4 INDEMNIFICATION
FARO agrees to provide COMPANY with the following protection against
claims of proprietary right infringement of the PRODUCTS:
a. Nature of Indemnification: FARO shall indemnify, defend and hold
harmless the COMPANY from and against all liability or expense of
any kind arising out of or relating to any claim, demand or
action against the COMPANY alleging that the PRODUCTS or any
portion thereof as furnished under this agreement and used within
the scope of the license hereunder infringes any third party
rights in copyright or issued patent or the trade secret rights
of any third party, provided that the COMPANY promptly gives
written notice of the claim, demand or action to FARO and permits
FARO to control the defense of and settlement of such claim,
demand or action either in FARO'S for the COMPANY'S name (at
FARO'S option).
b. Undertakings if Infringement Found. In the event that the
PRODUCTS or any portion thereof, as furnished under this
Agreement and used within the scope of the license hereunder, are
held in such a suit or proceeding to infringe a third-party
proprietary right as set forth in Section (a) immediately above,
and that the use of the PRODUCTS or portion thereof is enjoined,
FARO shall, at FARO's sole option and expense, and as its sole
responsibility and the COMPANY's sole remedy therefor (other than
indemnification pursuant to Section (a) immediately above), (i)
procure for the COMPANY and purchasers of the PRODUCTS from the
COMPANY the right to continue using the PRODUCTS or portions
thereof; or (ii) replace the same with noninfringing goods of
equivalent functions and efficiency; or (iii) refund the purchase
price of the affected PRODUCTS less depreciation calculated on a
7-year, straight-line basis.
2.5 The license is to be sublicensed by COMPANY only to COMPANY's
customers under the minimum terms and conditions set forth in
Appendix A5.
2.6 FARO represents and warrants to the COMPANY that the PRODUCTS to be
purchased by the COMPANY from FARO and resold pursuant to this
agreement will perform in all respects to the "FARO" Product Test
and Performance Specifications set forth in Appendix A6. In the
event Products sold and properly installed at an end users location
fail to perform to stated specifications FARO agrees with COMPANY to
provide a replacement product which meets the specifications at its'
cost and expense.
141996
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FARO
As referenced in this OEM Purchase Agreement:
FARO Technologies, Inc. –
{DOCUMENT}
{TYPE}EX-10.13
{SEQUENCE}2
{TEXT}
EXHIBIT 10.13
FARO OEM PURCHASE AGREEMENT
FARO Technologies, Inc.
125 Technology Park
Lake Mary, Florida 32746
Hereinafter "FARO"
and
Brown & Sharpe Manufacturing Company
Precision Park
200 Frenchtown Road
North Kingstown, RI 02818
Hereinafter "COMPANY"
1.0 SCOPE
1.
_____________
FARO TECHNOLOGIES, INC. – executed by COMPANY and
FARO.
12. COUNTERPARTS
This Agreement shall be drawn up in two copies and signed by both
parties thereto. Each party shall receive one fully executed copy.
FARO TECHNOLOGIES, INC.
BY: /s/ GREGORY A. FRASER Date: March 10, 1999
----------------------------
Gregory A. Fraser
Executive Vice President, Chief Financial Officer
BROWN & SHARPE MANUFACTURING COMPANY
BY: /s/ Phil James Date: March 12,
_____________
FARO Technologies, Inc. – any m |