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$41	Preview Full Doc	2003	Purchase and Sale Agreement Purchase and Sale Agreement (38K) Doc #184079: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT 1. PARTIES AND MAILING ADDRESSES (fill in) This 21ST day of March, 2003 Evets, LLC, a Delaware limited liability company (Evets); Leumas, LLC, a Delaware limited liability company (Leumas) and Benthos, Inc., a Massachusetts corporation (Benthos), EVETS, Leumas and Benthos are sometimes collectively hereinafter called the SELLER, having a mailing address of 49 Edgerton Drive, North Falmouth, MA 02556, agrees to SELL and Falmouth Economic Development & Industrial Corporation, a Massachusetts economic and development corporation, organized pursuant to c. 121C by vote at the Annual Town Meeting on April 7, 1981, having an address of: Falmouth Town Hall, 59 Town Hall Square, Falmouth, MA 02540, hereinafter called the BUYER or PURCHASER, agrees to BUY, upon the terms hereinafter set forth, the following described premises: 2. DESCRIPTION (fill in and include title reference) The land off North Falmouth Highway Route 28A Falmouth, Massachusetts, consisting of approximately 26.12 acres, more or less, as more fully described on Exhibit A hereto together with the building and improvements thereon including the building known and numbered as 37 Edgerton Drive (TT Building). 3. BUILDINGS, STRUCTURES, IMPROVEMENTS, FIXTURES (fill in or delete) Included in the sale as a part of said premises are the buildings, structures, and improvements now thereon, and the fixtures belonging to the SELLER and used in connection therewith including, if any, all wall-to-wall carpeting, drapery rods, automatic garage door openers, venetian blinds, window shades, screens, screen doors, storm windows and awnings, shutters, furnaces, heaters, heating equipment, stoves, ranges, oil and gas burners and fixtures appurtenant thereto, hot water heaters, plumbing and bathroom fixtures, garbage disposers, electric and other lighting fixtures, mantels, outside television antennas, fences, gates, trees, shrubs, plants and, ONLY IF BUILT IN, air conditioning equipment, ventilators, dishwashers, washing machines and dryers; and dryers; and. but excluding 4. TITLE DEED (fill in) * Include here by specific reference any restrictions, easements, rights and obligations in party walls not included in (b), leases, municipal and other liens, other encumbrances, and make provision to protect SELLER against BUYERs breach of SELLERs covenants in leases, where necessary. Said premises are to be conveyed by a good and sufficient quitclaim deed running to the BUYER, or to the nominee designated by the BUYER by written notice to the SELLER at least seven days before the deed is to be delivered as herein provided, and said deed shall convey a good and clear record and marketable title thereto, free from encumbrances, except (a) Provisions of existing building and zoning laws; (b) Existing rights and obligations in party walls which are not the subject of written agreement; (c) Such taxes for the then current year as are not due and payable on the date of the delivery of such deed; (d) Any liens for municipal betterments assessed after the date of this agreement; (e) Easements, restrictions and reservations of record, if any, so long as the same do not prohibit or materially interfere with BUYERs proposed use of said premises; (f) 5. PLANS If said deed refers to plan necessary to be recorded therewith the SELLER shall deliver such plan with the deed in form adequate for recording or registration. 6. REGISTERED TITLE In addition to the foregoing, if the title to said premises is registered, said deed shall be in form sufficient to entitle the BUYER to a Certificate of Title of said premises, and the SELLER shall deliver with said deed all instruments, if any, necessary to enable the BUYER to obtain such Certificate of Title. 7. PURCHASE PRICE (fill in) space is allowed to write out the amounts if desired The agreed purchase price for said premises is Two Million Five Hundred Thousand and no/100 ($2,500,000) dollars, of which $ 90,000 have been paid as deposit this day and $ 10,000 have been previously paid $2,400,000 are to be paid at the time of delivery of the deed in cash, or by certified, cashiers treasurers or bank check(s). $ 2,500,000 Total 1 8. TIME FOR PERFORMANCE; DELIVERY OF DEED (fill in) Such deed is to be delivered at 10:00 oclock A.M on the 1st day of July 2003, at the Barnstable County Registry of Deeds, or at BUYERs option, at the offices of BUYERs lenders attorney or BUYERs attorney, unless otherwise agreed upon in writing. It is agreed that time is of the essence of this agreement. 9. POSSESSION and CONDITION of PREMISE (attach a list of exceptions, if any) Full possession of said premises free of all tenants and occupants, except as herein provided, is to be delivered at the time of the delivery of the deed, said premises to be than (a) in the same condition as they now are, reasonable use and wear thereof excepted, and (b) not in violation of said building and zoning laws, and (c) in compliance with the provisions of any instrument referred to in clause 4 hereof and (d) with respect to the TT Building, in broom clean condition and free of all debris and personal property. The BUYER shall be entitled personally to enter said premises prior to the delivery of the deed in order to determine whether the condition thereof complies with the terms of this clause. 10. EXTENSION TO PERFECT TITLE OR MAKE PREMISES CONFORM (Change period of time if desired). If the SELLER shall be unable to give title or to make conveyance, or to deliver possession of the premises, all as herein stipulated, or if at the time of the delivery of the deed the premises do not conform with the provisions hereof, the SELLER shall use reasonable efforts to remove any defects in title, or to deliver possession as provided herein, or to make the said premises conform to the provisions hereof, as the case may be, in which event the SELLER shall give written notice thereof to the BUYER at or before the time for performance hereunder, and thereupon the time for performance hereof shall be extended for a period of thirty days. The SELLER shall not be required to expend in excess of $10,000 in the exercise of such reasonable efforts hereunder, exclusive of monetary liens. 11. FAILURE TO PERFECT TITLE OR MAKE PREMISES CONFORM, etc. If at the expiration of any such extended time for the performance pursuant to Paragraph 10 above, SELLER shall have failed so to remove any defects in title, deliver possession, or make the premises conform, as the case may be, all as herein agreed, or if at any time during the period of this agreement or any extension thereof, the holder of a mortgage on said premises shall refuse to permit the insurance proceeds, if any, to be used for such purposes, then any payments made under this agreement shall be forthwith refunded and all other obligations of the parties hereto shall cease and this agreement shall be void without recourse to the parties hereto. 12. BUYERs ELECTION TO ACCEPT TITLE The BUYER shall have the election, at either the original or any extended time for performance, to accept such title as the SELLER can deliver to the said premises in their then condition and to pay therefore the purchase price without deduction, in which case the SELLER shall convey such title, except that in the event of such conveyance in accord with the provisions of this clause, if the said premises shall have been damaged by fire or casualty insured against, then the SELLER shall, unless the SELLER has previously restored the premises to their former condition, either (a) pay over or assign to the BUYER, on delivery of the deed, all amounts recovered or recoverable on account of such insurance, less any amounts reasonably expended by the SELLER for any partial restoration, or (b) if a holder of a mortgage on said premises shall not permit the insurance proceeds or a part thereof to be used to restore the said premises to their former condition or to be so paid over or assigned, give to the BUYER a credit against the purchase price, on delivery of the deed, equal to said amounts so recovered or recoverable and retained by the holder of the said mortgage less any amounts reasonably expended by the SELLER for any partial restoration. 13. ACCEPTANCE OF DEED The acceptance of a deed by the BUYER or his nominee as the case may be, shall be deemed to be a full performance and discharge of every agreement and obligation herein contained or expressed, except such as are, by the terms hereof, to be performed after the delivery of said deed. 14. USE OF MONEY TO CLEAR TITLE To enable the SELLER to make conveyance as herein provided, the SELLER may, at the time of delivery of deed, use the purchase money or any portion thereof to clear the title of any or all encumbrances or interests, provided that all instruments so procured are recorded simultaneously with the delivery of said deed. 15. INSURANCE Insert amount (list additional types of insurance and amounts as agreed) Until the delivery of the deed, the SELLER shall maintain insurance on said premises as follows: Type of Insurance Amount of Coverage (a) Fire and Extended Coverage $ As presently insured. 184079	Benthos Benthos, Inc. ( Scientific & Technical Instruments ) As referenced in this Purchase and Sale Agreement: Benthos, Inc. – 1. PARTIES AND MAILING ADDRESSES (fill in) This 21ST day of March, 2003 Evets, LLC, a Delaware limited liability company (Evets); Leumas, LLC, a Delaware limited liability company (Leumas) and Benthos, Inc. , a Massachusetts corporation (Benthos), EVETS, Leumas and Benthos are sometimes collectively hereinafter called the SELLER, having a mailing address of 49 Edgerton Drive, North Falmouth, MA 02556, agrees to _____________ BENTHOS, INC. – CONSTRUCTED PRIOR TO 1978, BUYER MUST ALSO HAVE SIGNED LEAD PAINT PROPERTY TRANSFER NOTIFICATION CERTIFICATION NOTICE: This a legal document that creates binding obligations. If not understood, consult an attorney. BENTHOS, INC. FALMOUTH ECONOMIC DEVELOPMENT & INDUSTRIAL CORPORATION By: /s/ RONALD L. MARSIGLIO By: /s/ MARY PAT FLYNN SELLER Ronald L. Marsiglio, President BUYER Mary Pat Flynn Taxpayer ID/Social Security _____________ BENTHOS, INC. – No. Taxpayer ID/Social Security No. REALTY EXECUTIVES By: /s/ JOHN HARDING John Harding BROKER(S) 4 RIDER TO THAT CERTAIN PURCHASE AND SALE AGREEMENT, DATED MARCH 21, 2003, BETWEEN BENTHOS, INC. , AS SELLER, AND THE FALMOUTH ECONOMIC DEVELOPMENT & INDUSTRIAL CORPORATION, AS BUYER 1. Access. From and after the date of this Agreement, the Buyer and the Buyers representatives shall _____________ Benthos, Inc. – or mailed postage prepaid by Untied States certified mail, return receipt requested, addressed to the parties at their respective addresses as follows: If to the Seller: Ronald L. Marsiglio, President Benthos, Inc. 49 Edgerton Drive North Falmouth, MA 02556 Facsimile Number: 508-563-6444 With a copy to: John T. Lynch, Esq. Davis, Malm & DAgostine, P.C. One Boston Place _____________ BENTHOS, INC. – 1445 and the Treasury Regulations adopted thereunder; and (d) such other documents, certificates or affidavits as are reasonably and customarily required by the Buyers attorney, lender or title insurance company. BENTHOS, INC. By: /s/ RONALD L. MARSIGLIO By: /s/ HARLYN O. HALVORSON Ronald L. Marsiglio, Pres. By: /s/ RICHARD H. CAMPBELL LEUMAS, LLC By: /s/ RONALD L. MARSIGLIO By: /s/ GLENN _____________ dt 1464068 ; Benthos Benthos, Inc. ( Scientific & Technical Instruments ) As referenced in this Purchase and Sale Agreement: Benthos, Inc. – 1. PARTIES AND MAILING ADDRESSES (fill in) This 21ST day of March, 2003 Evets, LLC, a Delaware limited liability company (Evets); Leumas, LLC, a Delaware limited liability company (Leumas) and Benthos, Inc. , a Massachusetts corporation (Benthos), EVETS, Leumas and Benthos are sometimes collectively hereinafter called the SELLER, having a mailing address of 49 Edgerton Drive, North Falmouth, MA 02556, agrees to _____________ BENTHOS, INC. – CONSTRUCTED PRIOR TO 1978, BUYER MUST ALSO HAVE SIGNED LEAD PAINT PROPERTY TRANSFER NOTIFICATION CERTIFICATION NOTICE: This a legal document that creates binding obligations. If not understood, consult an attorney. BENTHOS, INC. FALMOUTH ECONOMIC DEVELOPMENT & INDUSTRIAL CORPORATION By: /s/ RONALD L. MARSIGLIO By: /s/ MARY PAT FLYNN SELLER Ronald L. Marsiglio, President BUYER Mary Pat Flynn Taxpayer ID/Social Security _____________ BENTHOS, INC. – No. Taxpayer ID/Social Security No. REALTY EXECUTIVES By: /s/ JOHN HARDING John Harding BROKER(S) 4 RIDER TO THAT CERTAIN PURCHASE AND SALE AGREEMENT, DATED MARCH 21, 2003, BETWEEN BENTHOS, INC. , AS SELLER, AND THE FALMOUTH ECONOMIC DEVELOPMENT & INDUSTRIAL CORPORATION, AS BUYER 1. Access. From and after the date of this Agreement, the Buyer and the Buyers representatives shall _____________ Benthos, Inc. – or mailed postage prepaid by Untied States certified mail, return receipt requested, addressed to the parties at their respective addresses as follows: If to the Seller: Ronald L. Marsiglio, President Benthos, Inc. 49 Edgerton Drive North Falmouth, MA 02556 Facsimile Number: 508-563-6444 With a copy to: John T. Lynch, Esq. Davis, Malm & DAgostine, P.C. One Boston Place _____________ BENTHOS, INC. – 1445 and the Treasury Regulations adopted thereunder; and (d) such other documents, certificates or affidavits as are reasonably and customarily required by the Buyers attorney, lender or title insurance company. BENTHOS, INC. By: /s/ RONALD L. MARSIGLIO By: /s/ HARLYN O. HALVORSON Ronald L. Marsiglio, Pres. By: /s/ RICHARD H. CAMPBELL LEUMAS, LLC By: /s/ RONALD L. MARSIGLIO By: /s/ GLENN _____________ dt 1464077 ; Evets, LLC;	Leumas, LLC; Falmouth Economic Development & Industrial Corporation
$66	Preview Full Doc	2006	Master Purchase and Sale Agreement Master Purchase and Sale Agreement (261K) Doc #1074294: Click preview link for longer preview. Eaton Corporation 2005 Annual Report on Form 10-K Item 15 (b) Exhibit 10.a MASTER PURCHASE AND SALE AGREEMENT BY AND BETWEEN PERKINELMER, INC. and EATON CORPORATION October 6, 2005 TABLE OF CONTENTS ARTICLE I STOCK AND ASSET PURCHASE 3 1.1 Sale and Transfer of Stock and Assets; Assumption of . . . 1074294	PerkinElmer PerkinElmer, Inc. ( Scientific & Technical Instruments ) As referenced in this Master Purchase and Sale Agreement: PERKINELMER, INC. – Exhibit 10A Eaton Corporation 2005 Annual Report on Form 10-K Item 15 (b) Exhibit 10.a MASTER PURCHASE AND SALE AGREEMENT BY AND BETWEEN PERKINELMER, INC. and EATON CORPORATION October 6, 2005 TABLE OF CONTENTS ARTICLE I STOCK AND ASSET PURCHASE 3 1.1 Sale and Transfer of Stock and Assets; Assumption of Liabilities 3 _____________ PerkinElmer, Inc. – 1.4(a) - viii - MASTER PURCHASE AND SALE AGREEMENT This MASTER PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into as of October 6, 2005 by and between PerkinElmer, Inc. , a Massachusetts corporation (“PKI”), and Eaton Corporation, an Ohio corporation (“Buyer”). PKI and Buyer are sometimes referred to herein individually as a “Party” _____________ PerkinElmer, Inc. – Copy to: Squire, Sanders & Dempsey L.L.P. 127 Public Square 4900 Key Tower Cleveland, OH 44114 Telecopy: (216) 479-8780 Attention: Gordon S. Kaiser, Esq. If to PKI: PerkinElmer, Inc. - 102 - 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4183 Attention: President Copies to: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine _____________ PerkinElmer, Inc. – 44114 Telecopy: (216) 479-8780 Attention: Gordon S. Kaiser, Esq. If to PKI: PerkinElmer, Inc. - 102 - 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4183 Attention: President Copies to: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine A. O’Hara, Esq., Senior Vice President and General Counsel Wilmer Cutler Pickering Hale and Dorr _____________ PERKINELMER, INC. – executed by facsimile signature. [Remainder of page intentionally left blank] - 112 - IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. PERKINELMER, INC. By: /s/ Robert F. Friel Print Name: Robert Friel Print Title: EVP and CFO EATON CORPORATION By: /s/ Kurt McMaken Print Name: Kurt McMaken Print Title: Attorney in Fact _____________ dt 1321844 ; PerkinElmer PerkinElmer, Inc. ( Scientific & Technical Instruments ) As referenced in this Master Purchase and Sale Agreement: PERKINELMER, INC. – Exhibit 10A Eaton Corporation 2005 Annual Report on Form 10-K Item 15 (b) Exhibit 10.a MASTER PURCHASE AND SALE AGREEMENT BY AND BETWEEN PERKINELMER, INC. and EATON CORPORATION October 6, 2005 TABLE OF CONTENTS ARTICLE I STOCK AND ASSET PURCHASE 3 1.1 Sale and Transfer of Stock and Assets; Assumption of Liabilities 3 _____________ PerkinElmer, Inc. – 1.4(a) - viii - MASTER PURCHASE AND SALE AGREEMENT This MASTER PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into as of October 6, 2005 by and between PerkinElmer, Inc. , a Massachusetts corporation (“PKI”), and Eaton Corporation, an Ohio corporation (“Buyer”). PKI and Buyer are sometimes referred to herein individually as a “Party” _____________ PerkinElmer, Inc. – Copy to: Squire, Sanders & Dempsey L.L.P. 127 Public Square 4900 Key Tower Cleveland, OH 44114 Telecopy: (216) 479-8780 Attention: Gordon S. Kaiser, Esq. If to PKI: PerkinElmer, Inc. - 102 - 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4183 Attention: President Copies to: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine _____________ PerkinElmer, Inc. – 44114 Telecopy: (216) 479-8780 Attention: Gordon S. Kaiser, Esq. If to PKI: PerkinElmer, Inc. - 102 - 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4183 Attention: President Copies to: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine A. O’Hara, Esq., Senior Vice President and General Counsel Wilmer Cutler Pickering Hale and Dorr _____________ PERKINELMER, INC. – executed by facsimile signature. [Remainder of page intentionally left blank] - 112 - IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. PERKINELMER, INC. By: /s/ Robert F. Friel Print Name: Robert Friel Print Title: EVP and CFO EATON CORPORATION By: /s/ Kurt McMaken Print Name: Kurt McMaken Print Title: Attorney in Fact _____________ dt 1457743 ;	Squire Sanders Squire, Sanders & Dempsey ( Legal ) As referenced in this Master Purchase and Sale Agreement: Squire, Sanders – case to the intended recipient as set forth below: If to Buyer: Eaton Corporation 1111 Superior Avenue Cleveland, OH 44114 Telecopy: (216) 479-7103 Attention: Office of Secretary Copy to: Squire, Sanders & Dempsey L.L.P. 127 Public Square 4900 Key Tower Cleveland, OH 44114 Telecopy: (216) 479-8780 Attention: Gordon S. Kaiser, Esq. If to PKI: PerkinElmer, Inc. - 102 - _____________ dt 1319278 ; Wilmer Cutler Wilmer, Cutler & Pickering ( Legal ) As referenced in this Master Purchase and Sale Agreement: Wilmer Cutler – 1.2. 1.3 The Closing. (a) Time and Location. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Wilmer Cutler Pickering Hale and Dorr LLP in Boston, Massachusetts, commencing at 10:00 a.m., local time, on October 31, 2005, or, if all of the conditions to the obligations of _____________ Wilmer Cutler – 4183 Attention: President Copies to: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine A. O’Hara, Esq., Senior Vice President and General Counsel Wilmer Cutler Pickering Hale and Dorr llp 60 State Street Boston, MA 02109 Telecopy: (617) 526-5000 Attention: Hal J. Leibowitz, Esq. Any Party may give any notice, request, demand, claim, or _____________ dt 1415116
$41	Preview Full Doc	2001	Purchase and Sale Agreement Purchase and Sale Agreement (106K) Doc #1111539: Click preview link for longer preview. <TEXT> PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT, (the "Agreement"), is made as of October 24, 2001 and is effective as of 12:01 a.m. CDT October 1, 2001 (the "Effective Time"), by and between QUESTAR INFOCOMM, INC., a Utah corporation with its principal offices in Salt Lake City, Utah ("QIC"), QUESTAR CORPORATION, a Utah corporation, ("Parent"), and MOCON, INC. a Minnesota corporation with its principal executive offices in Minneapolis, Minnesota ("MOCON"). QIC, Parent and MOCON . . . 1111539	MOCON MOCON Inc. ( Scientific & Technical Instruments ) As referenced in this Purchase and Sale Agreement: MOCON, INC. – 2001 (the "Effective Time"), by and between QUESTAR INFOCOMM, INC., a Utah corporation with its principal offices in Salt Lake City, Utah ("QIC"), QUESTAR CORPORATION, a Utah corporation, ("Parent"), and MOCON, INC. a Minnesota corporation with its principal executive offices in Minneapolis, Minnesota ("MOCON"). QIC, Parent and MOCON are referred to jointly as "the Parties." WHEREAS, the respective Boards of Directors _____________ MOCON, Inc. – mailing to the following address or telecopy number, or to such other address or addresses as such Person may subsequently designate by notice given hereunder. (a) If to MOCON, to MOCON, Inc. 7500 Boone Avenue North Minneapolis, Minnesota 55428 Attention: Chief Financial Officer with a copy to: Oppenheimer Wolff & Donnelly, LLP 45 S. 7th Street Plaza VII Building, Suite 3300 Minneapolis, _____________ dt 1740849 ; MOCON MOCON Inc. ( Scientific & Technical Instruments ) As referenced in this Purchase and Sale Agreement: MOCON, INC. – 2001 (the "Effective Time"), by and between QUESTAR INFOCOMM, INC., a Utah corporation with its principal offices in Salt Lake City, Utah ("QIC"), QUESTAR CORPORATION, a Utah corporation, ("Parent"), and MOCON, INC. a Minnesota corporation with its principal executive offices in Minneapolis, Minnesota ("MOCON"). QIC, Parent and MOCON are referred to jointly as "the Parties." WHEREAS, the respective Boards of Directors _____________ MOCON, Inc. – mailing to the following address or telecopy number, or to such other address or addresses as such Person may subsequently designate by notice given hereunder. (a) If to MOCON, to MOCON, Inc. 7500 Boone Avenue North Minneapolis, Minnesota 55428 Attention: Chief Financial Officer with a copy to: Oppenheimer Wolff & Donnelly, LLP 45 S. 7th Street Plaza VII Building, Suite 3300 Minneapolis, _____________ dt 1740852 ;	Oppenheimer Oppenheimer Wolff & Donnelly ( Legal ) As referenced in this Purchase and Sale Agreement: Oppenheimer Wolff – Person may subsequently designate by notice given hereunder. (a) If to MOCON, to MOCON, Inc. 7500 Boone Avenue North Minneapolis, Minnesota 55428 Attention: Chief Financial Officer with a copy to: Oppenheimer Wolff & Donnelly, LLP 45 S. 7th Street Plaza VII Building, Suite 3300 Minneapolis, MN 55402 Attention: Phillip B. Martin (b) If to QIC, to Questar InfoComm, Inc. 180 East 100 _____________ dt 1702009
$40	Preview Full Doc	2001	Purchase and Sale Agreement Purchase and Sale Agreement (28K) Doc #1114084: Click preview link for longer preview. <TEXT> PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement ("Agreement") is made and entered into September 6, 2001 by and between DCH Technology, Inc. ("Seller") and Rediger Investment Corporation or assignee ("Buyer"). RECITALS A. Seller is the owner of the fee estate in that certain real property in the City of Valencia, County of Los Angeles, State of California, more particularly described in Exhibit A attached hereto and made a . . . 1114084	AIREA American Industrial Real Estate Association ( Real Estate ) As referenced in this Purchase and Sale Agreement: American Industrial Real Estate Association – property (D) Copies of unexpired warranties regarding the Property (E) Studies, reports, documents, or any other agreements, if any, that will affect the Property beyond the Closing. (F) Completed American Industrial Real Estate Association Property Information Form Seller shall provide Buyer with all of the items required from Seller as set forth in this Section on or before the fifth (5th) calendar day _____________ dt 1362323 ; DCH Technology DCH Technology, Inc. ( Scientific & Technical Instruments ) As referenced in this Purchase and Sale Agreement: DCH Technology, Inc. – EX-10.1 3 doc2.txt PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement ("Agreement") is made and entered into September 6, 2001 by and between DCH Technology, Inc. ("Seller") and Rediger Investment Corporation or assignee ("Buyer"). RECITALS A. Seller is the owner of the fee estate in that certain real property in the City of Valencia, County _____________ dt 1465657 ;	DCH Technology DCH Technology, Inc. ( Scientific & Technical Instruments ) As referenced in this Purchase and Sale Agreement: DCH Technology, Inc. – EX-10.1 3 doc2.txt PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement ("Agreement") is made and entered into September 6, 2001 by and between DCH Technology, Inc. ("Seller") and Rediger Investment Corporation or assignee ("Buyer"). RECITALS A. Seller is the owner of the fee estate in that certain real property in the City of Valencia, County _____________ dt 1459360
$61	Preview Full Doc	2005	Master Purchase and Sale Agreement Master Purchase and Sale Agreement (157K) Doc #1134247: Click preview link for longer preview. MASTER PURCHASE AND SALE AGREEMENT BY AND AMONG PERKINELMER AUTOMOTIVE RESEARCH, INC., CALEB BRETT USA INC. and PERKINELMER, INC. (solely for purposes of Sections 10.2 and 10.4 and ARTICLE XI) October 26, 2005 TABLE OF CONTENTS ARTICLE I ASSET PURCHASE 2 1.1 Sale and Transfer of Assets; Assumption of Liabilities 2 1.2 Purchase Price and Related Matters . . . 1134247	PerkinElmer PerkinElmer, Inc. ( Scientific & Technical Instruments ) As referenced in this Master Purchase and Sale Agreement: PERKINELMER, INC. – 2 dex991.htm MASTER PURCHASE AND SALE AGREEMENT Exhibit 99.1 EXECUTION COPY MASTER PURCHASE AND SALE AGREEMENT BY AND AMONG PERKINELMER AUTOMOTIVE RESEARCH, INC., CALEB BRETT USA INC. and PERKINELMER, INC. (solely for purposes of Sections 10.2 and 10.4 and ARTICLE XI) October 26, 2005 TABLE OF CONTENTS ARTICLE I ASSET PURCHASE 2 1.1 Sale and Transfer _____________ PerkinElmer, Inc. – PerkinElmer Automotive Research, Inc., a Texas corporation (Seller), Caleb Brett USA, Inc., a Louisiana corporation (Buyer), and solely for purposes of Sections 10.2 and 10.4 and Article XI, PerkinElmer, Inc. , a Massachusetts corporation and the indirect parent corporation of Seller (PKI). Seller and Buyer (and for purposes of Article XI only, PKI) are sometimes referred to herein individually as _____________ PerkinElmer, Inc. – If to Seller: PerkinElmer Automotive Research, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine A. OHara, Esq., Senior Vice President and General Counsel Copies to: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine A. OHara, Esq., Senior Vice President and General Counsel Wilmer Cutler Pickering Hale and Dorr LLP 60 _____________ PerkinElmer, Inc. – Vice President and General Counsel Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109 Telecopy: (617) 526-5000 Attention: Hal J. Leibowitz, Esq. If to PKI: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine A. OHara, Esq., Senior Vice President and General Counsel Copies to: Wilmer Cutler Pickering Hale and Dorr _____________ PERKINELMER, INC, – RESEARCH, INC. By: /s/ John L. Healy Print Name: Print Title: John L. Healy Secretary CALEB BRETT USA INC. By: /s/ Mark Loughead Print Name: Print Title: Mark Loughead CEO PERKINELMER, INC, solely for purposes of Sections 10.2 and 10.4 and Article XI of this Agreement. By: /s/ Robert F. Friel Print Name: Print Title: Robert F. Friel EVP _____________ dt 1321849 ; PerkinElmer PerkinElmer, Inc. ( Scientific & Technical Instruments ) As referenced in this Master Purchase and Sale Agreement: PERKINELMER, INC. – 2 dex991.htm MASTER PURCHASE AND SALE AGREEMENT Exhibit 99.1 EXECUTION COPY MASTER PURCHASE AND SALE AGREEMENT BY AND AMONG PERKINELMER AUTOMOTIVE RESEARCH, INC., CALEB BRETT USA INC. and PERKINELMER, INC. (solely for purposes of Sections 10.2 and 10.4 and ARTICLE XI) October 26, 2005 TABLE OF CONTENTS ARTICLE I ASSET PURCHASE 2 1.1 Sale and Transfer _____________ PerkinElmer, Inc. – PerkinElmer Automotive Research, Inc., a Texas corporation (Seller), Caleb Brett USA, Inc., a Louisiana corporation (Buyer), and solely for purposes of Sections 10.2 and 10.4 and Article XI, PerkinElmer, Inc. , a Massachusetts corporation and the indirect parent corporation of Seller (PKI). Seller and Buyer (and for purposes of Article XI only, PKI) are sometimes referred to herein individually as _____________ PerkinElmer, Inc. – If to Seller: PerkinElmer Automotive Research, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine A. OHara, Esq., Senior Vice President and General Counsel Copies to: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine A. OHara, Esq., Senior Vice President and General Counsel Wilmer Cutler Pickering Hale and Dorr LLP 60 _____________ PerkinElmer, Inc. – Vice President and General Counsel Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109 Telecopy: (617) 526-5000 Attention: Hal J. Leibowitz, Esq. If to PKI: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine A. OHara, Esq., Senior Vice President and General Counsel Copies to: Wilmer Cutler Pickering Hale and Dorr _____________ PERKINELMER, INC, – RESEARCH, INC. By: /s/ John L. Healy Print Name: Print Title: John L. Healy Secretary CALEB BRETT USA INC. By: /s/ Mark Loughead Print Name: Print Title: Mark Loughead CEO PERKINELMER, INC, solely for purposes of Sections 10.2 and 10.4 and Article XI of this Agreement. By: /s/ Robert F. Friel Print Name: Print Title: Robert F. Friel EVP _____________ dt 1457748 ;	McGuireWoods McGuireWoods ( Legal ) As referenced in this Master Purchase and Sale Agreement: McGuireWoods – as set forth below: -73- If to Buyer: Caleb Brett USA Inc. 2200 West Loop South, Suite 200 Houston, TX 77027 Fax: (713) 407-3685 Attention: Mark Loughead Copy to: McGuireWoods LLP 77 West Wacker Drive, Suite 4100 Chicago, IL 60601 Fax: (312) 910-6199 Attention: Robert E. Wangard, Esq. If to Seller: PerkinElmer Automotive Research, Inc. 45 William St. _____________ dt 1532235 ; Wilmer Cutler Wilmer, Cutler & Pickering ( Legal ) As referenced in this Master Purchase and Sale Agreement: Wilmer Cutler – the final Allocation Schedule. 1.3 The Closing. (a) Time and Location. The closing of the transactions contemplated by this Agreement (the Closing) shall take place at the offices of Wilmer Cutler Pickering Hale and Dorr LLP in Boston, Massachusetts, commencing at 10:00 a.m., local time, on November 11, 2005 or on such earlier date as is mutually agreeable by _____________ Wilmer Cutler – Vice President and General Counsel Copies to: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine A. OHara, Esq., Senior Vice President and General Counsel Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109 Telecopy: (617) 526-5000 Attention: Hal J. Leibowitz, Esq. If to PKI: PerkinElmer, Inc. 45 William St. Wellesley, MA _____________ Wilmer Cutler – Leibowitz, Esq. If to PKI: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine A. OHara, Esq., Senior Vice President and General Counsel Copies to: Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109 Telecopy: (617) 526-5000 Attention: Hal J. Leibowitz, Esq. Any Party may give any notice, request, demand, claim, or _____________ dt 1415131
$55	Preview Full Doc	2005	Master Purchase and Sale Agreement Master Purchase and Sale Agreement (220K) Doc #1134252: Click preview link for longer preview. MASTER PURCHASE AND SALE AGREEMENT BY AND BETWEEN PERKINELMER, INC. and EATON CORPORATION October 6, 2005 TABLE OF CONTENTS ARTICLE I STOCK AND ASSET PURCHASE 3 1.1 Sale and Transfer of Stock and Assets; Assumption of Liabilities. 3 1.2 Purchase Price and Related Matters. . . . 1134252	PerkinElmer PerkinElmer, Inc. ( Scientific & Technical Instruments ) As referenced in this Master Purchase and Sale Agreement: PERKINELMER, INC. – MASTER PURCHASE AND SALES AGREEMENT EX-99.1 2 dex991.htm MASTER PURCHASE AND SALES AGREEMENT EXHIBIT 99.1 EXECUTION COPY MASTER PURCHASE AND SALE AGREEMENT BY AND BETWEEN PERKINELMER, INC. and EATON CORPORATION October 6, 2005 TABLE OF CONTENTS ARTICLE I STOCK AND ASSET PURCHASE 3 1.1 Sale and Transfer of Stock and Assets; Assumption of Liabilities. 3 _____________ PerkinElmer, Inc. – Working Capital 1.4(a) -viii- MASTER PURCHASE AND SALE AGREEMENT This MASTER PURCHASE AND SALE AGREEMENT (the Agreement) is entered into as of October 6, 2005 by and between PerkinElmer, Inc. , a Massachusetts corporation (PKI), and Eaton Corporation, an Ohio corporation (Buyer). PKI and Buyer are sometimes referred to herein individually as a Party and together as the Parties. INTRODUCTION _____________ PerkinElmer, Inc. – Copy to: Squire, Sanders & Dempsey L.L.P. 127 Public Square 4900 Key Tower Cleveland, OH 44114 Telecopy: (216) 479-8780 Attention: Gordon S. Kaiser, Esq. If to PKI: PerkinElmer, Inc. -102- 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4183 Attention: President Copies to: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine _____________ PerkinElmer, Inc. – 44114 Telecopy: (216) 479-8780 Attention: Gordon S. Kaiser, Esq. If to PKI: PerkinElmer, Inc. -102- 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4183 Attention: President Copies to: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine A. OHara, Esq., Senior Vice President and General Counsel Wilmer Cutler Pickering Hale and Dorr LLP 60 _____________ PERKINELMER, INC. – may be executed by facsimile signature. [Remainder of page intentionally left blank] -112- IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. PERKINELMER, INC. By: /s/ Robert F. Friel Print Name: Robert Friel Print Title: EVP and CFO EATON CORPORATION By: /s/ Kurt McMaken Print Name: Kurt McMaken Print Title: Attorney-in-Fact _____________ dt 1321850 ; PerkinElmer PerkinElmer, Inc. ( Scientific & Technical Instruments ) As referenced in this Master Purchase and Sale Agreement: PERKINELMER, INC. – MASTER PURCHASE AND SALES AGREEMENT EX-99.1 2 dex991.htm MASTER PURCHASE AND SALES AGREEMENT EXHIBIT 99.1 EXECUTION COPY MASTER PURCHASE AND SALE AGREEMENT BY AND BETWEEN PERKINELMER, INC. and EATON CORPORATION October 6, 2005 TABLE OF CONTENTS ARTICLE I STOCK AND ASSET PURCHASE 3 1.1 Sale and Transfer of Stock and Assets; Assumption of Liabilities. 3 _____________ PerkinElmer, Inc. – Working Capital 1.4(a) -viii- MASTER PURCHASE AND SALE AGREEMENT This MASTER PURCHASE AND SALE AGREEMENT (the Agreement) is entered into as of October 6, 2005 by and between PerkinElmer, Inc. , a Massachusetts corporation (PKI), and Eaton Corporation, an Ohio corporation (Buyer). PKI and Buyer are sometimes referred to herein individually as a Party and together as the Parties. INTRODUCTION _____________ PerkinElmer, Inc. – Copy to: Squire, Sanders & Dempsey L.L.P. 127 Public Square 4900 Key Tower Cleveland, OH 44114 Telecopy: (216) 479-8780 Attention: Gordon S. Kaiser, Esq. If to PKI: PerkinElmer, Inc. -102- 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4183 Attention: President Copies to: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine _____________ PerkinElmer, Inc. – 44114 Telecopy: (216) 479-8780 Attention: Gordon S. Kaiser, Esq. If to PKI: PerkinElmer, Inc. -102- 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4183 Attention: President Copies to: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine A. OHara, Esq., Senior Vice President and General Counsel Wilmer Cutler Pickering Hale and Dorr LLP 60 _____________ PERKINELMER, INC. – may be executed by facsimile signature. [Remainder of page intentionally left blank] -112- IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. PERKINELMER, INC. By: /s/ Robert F. Friel Print Name: Robert Friel Print Title: EVP and CFO EATON CORPORATION By: /s/ Kurt McMaken Print Name: Kurt McMaken Print Title: Attorney-in-Fact _____________ dt 1457749 ;	Squire Sanders Squire, Sanders & Dempsey ( Legal ) As referenced in this Master Purchase and Sale Agreement: Squire, Sanders – case to the intended recipient as set forth below: If to Buyer: Eaton Corporation 1111 Superior Avenue Cleveland, OH 44114 Telecopy: (216) 479-7103 Attention: Office of Secretary Copy to: Squire, Sanders & Dempsey L.L.P. 127 Public Square 4900 Key Tower Cleveland, OH 44114 Telecopy: (216) 479-8780 Attention: Gordon S. Kaiser, Esq. If to PKI: PerkinElmer, Inc. -102- _____________ dt 1319288 ; Wilmer Cutler Wilmer, Cutler & Pickering ( Legal ) As referenced in this Master Purchase and Sale Agreement: Wilmer Cutler – with Schedule 1.2. 1.3 The Closing. (a) Time and Location. The closing of the transactions contemplated by this Agreement (the Closing) shall take place at the offices of Wilmer Cutler Pickering Hale and Dorr LLP in Boston, Massachusetts, commencing at 10:00 a.m., local time, on October 31, 2005, or, if all of the conditions to the obligations of _____________ Wilmer Cutler – 781) 431-4183 Attention: President Copies to: PerkinElmer, Inc. 45 William St. Wellesley, MA 02481 Telecopy: (781) 431-4115 Attention: Katherine A. OHara, Esq., Senior Vice President and General Counsel Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109 Telecopy: (617) 526-5000 Attention: Hal J. Leibowitz, Esq. Any Party may give any notice, request, demand, claim, or _____________ dt 1415132
$42	Full Doc	2003	Purchase and Sale Agreement Purchase and Sale Agreement (39K) Doc #1142107: This document is immediately available for purchase, but does not have a preview available for viewing. 1142107	Benthos Benthos, Inc. ( Scientific & Technical Instruments ) ;	Benthos Benthos, Inc. ( Scientific & Technical Instruments )
$31	Preview Full Doc	2001	Purchase and Sale Agreement Purchase and Sale Agreement (19K) Doc #1204431: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT INTRODUCTION This Purchase and Sale Agreement (the "Agreement") is made and entered into on this 21st day of December, 2000 by and among XL Vision, Inc., a Delaware corporation (the "Company"), Safeguard Scientifics, Inc., a Pennsylvania corporation ("SSI"), Safeguard Delaware, Inc. a Delaware corporation ("SDI", and together with SSI, "Safeguard"), incuVest LLC, a Delaware limited liability company ("incuVest", and together with . . . 1204431	ChromaVision ChromaVision Medical Systems Inc. ( Scientific & Technical Instruments ) As referenced in this Purchase and Sale Agreement: Chromavision Medical Systems, Inc. – SSI, "Safeguard"), incuVest LLC, a Delaware limited liability company ("incuVest", and together with Safeguard, the "Purchasers"). BACKGROUND The Company owns shares of capital stock of eMerge Interactive, Inc. ("eMerge") and Chromavision Medical Systems, Inc. ("Chromavision") in the amounts set forth in Item B on EXHIBIT A hereto. As of the date hereof, the Company owes PNC Bank, National Association ("PNC Bank") an aggregate _____________ dt 1459211 ; ChromaVision ChromaVision Medical Systems Inc. ( Scientific & Technical Instruments ) As referenced in this Purchase and Sale Agreement: Chromavision Medical Systems, Inc. – SSI, "Safeguard"), incuVest LLC, a Delaware limited liability company ("incuVest", and together with Safeguard, the "Purchasers"). BACKGROUND The Company owns shares of capital stock of eMerge Interactive, Inc. ("eMerge") and Chromavision Medical Systems, Inc. ("Chromavision") in the amounts set forth in Item B on EXHIBIT A hereto. As of the date hereof, the Company owes PNC Bank, National Association ("PNC Bank") an aggregate _____________ dt 1468419 ; eMerge eMerge Interactive, Inc. ( Computer Services ) As referenced in this Purchase and Sale Agreement: eMerge Interactive, Inc. – corporation ("SDI", and together with SSI, "Safeguard"), incuVest LLC, a Delaware limited liability company ("incuVest", and together with Safeguard, the "Purchasers"). BACKGROUND The Company owns shares of capital stock of eMerge Interactive, Inc. ("eMerge") and Chromavision Medical Systems, Inc. ("Chromavision") in the amounts set forth in Item B on EXHIBIT A hereto. As of the date hereof, the Company owes PNC Bank, _____________ dt 1448134 ;	eMerge eMerge Interactive, Inc. ( Computer Services ) As referenced in this Purchase and Sale Agreement: eMerge Interactive, Inc. – corporation ("SDI", and together with SSI, "Safeguard"), incuVest LLC, a Delaware limited liability company ("incuVest", and together with Safeguard, the "Purchasers"). BACKGROUND The Company owns shares of capital stock of eMerge Interactive, Inc. ("eMerge") and Chromavision Medical Systems, Inc. ("Chromavision") in the amounts set forth in Item B on EXHIBIT A hereto. As of the date hereof, the Company owes PNC Bank, _____________ dt 1448154 ; Safeguard Safeguard Scientifics, Inc. ( Computer Peripherals ) As referenced in this Purchase and Sale Agreement: Safeguard Scientifics, Inc. – This Purchase and Sale Agreement (the "Agreement") is made and entered into on this 21st day of December, 2000 by and among XL Vision, Inc., a Delaware corporation (the "Company"), Safeguard Scientifics, Inc. , a Pennsylvania corporation ("SSI"), Safeguard Delaware, Inc. a Delaware corporation ("SDI", and together with SSI, "Safeguard"), incuVest LLC, a Delaware limited liability company ("incuVest", and together with Safeguard, the " _____________ SAFEGUARD SCIENTIFICS, INC. – lt;PAGE> 5 IN WITNESS WHEREOF, the parties hereto have duly executed this Purchase and Sale Agreement on the date first written above. XL VISION, INC. By:______________________________ Title: SAFEGUARD SCIENTIFICS, INC. By:______________________________ Title: SAFEGUARD DELAWARE, INC. By:______________________________ Title: INCUVEST LLC By:______________________________ Title: <PAGE> 6 EXHIBIT A EXHIBIT A to PURCHASE AND SALE AGREEMENT CLOSING DATE - _____________ dt 1446260 ; More...
$40	Preview Full Doc	2001	Purchase and Sale Agreement Purchase and Sale Agreement (19K) Doc #1207541: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT INTRODUCTION This Purchase and Sale Agreement (the "Agreement") is made and entered into on this 21st day of December, 2000 by and among XL Vision, Inc., a Delaware corporation (the "Company"), Safeguard Scientifics, Inc., a Pennsylvania corporation ("SSI"), Safeguard Delaware, Inc. a Delaware corporation ("SDI", and together with SSI, "Safeguard"), incuVest LLC, a Delaware limited liability company ("incuVest", and together with . . . 1207541	ChromaVision ChromaVision Medical Systems Inc. ( Scientific & Technical Instruments ) As referenced in this Purchase and Sale Agreement: Chromavision Medical Systems, Inc. – SSI, "Safeguard"), incuVest LLC, a Delaware limited liability company ("incuVest", and together with Safeguard, the "Purchasers"). BACKGROUND The Company owns shares of capital stock of eMerge Interactive, Inc. ("eMerge") and Chromavision Medical Systems, Inc. ("Chromavision") in the amounts set forth in Item B on EXHIBIT A hereto. As of the date hereof, the Company owes PNC Bank, National Association ("PNC Bank") an aggregate _____________ dt 1459214 ; ChromaVision ChromaVision Medical Systems Inc. ( Scientific & Technical Instruments ) As referenced in this Purchase and Sale Agreement: Chromavision Medical Systems, Inc. – SSI, "Safeguard"), incuVest LLC, a Delaware limited liability company ("incuVest", and together with Safeguard, the "Purchasers"). BACKGROUND The Company owns shares of capital stock of eMerge Interactive, Inc. ("eMerge") and Chromavision Medical Systems, Inc. ("Chromavision") in the amounts set forth in Item B on EXHIBIT A hereto. As of the date hereof, the Company owes PNC Bank, National Association ("PNC Bank") an aggregate _____________ dt 1468422 ; eMerge eMerge Interactive, Inc. ( Computer Services ) As referenced in this Purchase and Sale Agreement: eMerge Interactive, Inc. – corporation ("SDI", and together with SSI, "Safeguard"), incuVest LLC, a Delaware limited liability company ("incuVest", and together with Safeguard, the "Purchasers"). BACKGROUND The Company owns shares of capital stock of eMerge Interactive, Inc. ("eMerge") and Chromavision Medical Systems, Inc. ("Chromavision") in the amounts set forth in Item B on EXHIBIT A hereto. As of the date hereof, the Company owes PNC Bank, _____________ dt 1448135 ;	eMerge eMerge Interactive, Inc. ( Computer Services ) As referenced in this Purchase and Sale Agreement: eMerge Interactive, Inc. – corporation ("SDI", and together with SSI, "Safeguard"), incuVest LLC, a Delaware limited liability company ("incuVest", and together with Safeguard, the "Purchasers"). BACKGROUND The Company owns shares of capital stock of eMerge Interactive, Inc. ("eMerge") and Chromavision Medical Systems, Inc. ("Chromavision") in the amounts set forth in Item B on EXHIBIT A hereto. As of the date hereof, the Company owes PNC Bank, _____________ dt 1448155 ; Safeguard Safeguard Scientifics, Inc. ( Computer Peripherals ) As referenced in this Purchase and Sale Agreement: Safeguard Scientifics, Inc. – This Purchase and Sale Agreement (the "Agreement") is made and entered into on this 21st day of December, 2000 by and among XL Vision, Inc., a Delaware corporation (the "Company"), Safeguard Scientifics, Inc. , a Pennsylvania corporation ("SSI"), Safeguard Delaware, Inc. a Delaware corporation ("SDI", and together with SSI, "Safeguard"), incuVest LLC, a Delaware limited liability company ("incuVest", and together with Safeguard, the " _____________