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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

Baltimore Technologies plc

Date:

2004

Size:

158KB total

Price:

$65

ID:

#1146401

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
► Technology ► Software & Programming

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ASSET PURCHASE AGREEMENT

by and among

HEWLETT-PACKARD (CANADA) CO.

BALTIMORE TECHNOLOGIES PLC

and

BALTIMORE TECHNOLOGIES INC.

dated July 4, 2003

Exhibits

TABLE OF CONTENTS


			Page
ARTICLE 1 DEFINITIONS AND CONSTRUCTION			1

	1.1	Definitions	1
	1.2	Interpretation and Construction	9

ARTICLE 2 ASSETS AND LIABILITIES			10

	2.1	Acquired Assets	10
	2.2	Excluded Assets	11
	2.3	Assumed Liabilities	12
	2.4	Excluded Liabilities	12
	2.5	Transfer Taxes	13

ARTICLE 3 CLOSING AND PURCHASE PRICE			13

	3.1	Closing	13
	3.2	Purchase Price	13
	3.3	Closing Date Deliveries of Seller	13
	3.4	Closing Date Deliveries of Buyer	14

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER			14

	4.1	Organization	14
	4.2	Authority	15
	4.3	No Conflict	15
	4.4	Consents	15
	4.5	Business Financial Statements	16
	4.6	No Changes	16
	4.7	Tax Matters	17
	4.8	Restrictions on Business Activities	18
	4.9	Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment	18
	4.10	Intellectual Property	19
	4.11	No Defaults	24
	4.12	Governmental Authorization	24
	4.13	Litigation	24
	4.14	Environmental Matters	24
	4.15	Employee Matters	25
	4.16	Compliance with Laws	27
	4.17	Corruption of Foreign Public Officials Act	27
	4.18	Warranties; Indemnities	27
	4.19	Complete Copies of Materials	27
	4.20	Suppliers and Customers	27

Exhibits

TABLE OF CONTENTS

(Continued)


			Page
	4.21	Sufficiency of Assets	27
	4.22	Authority to Direct Seller Affiliates	27
	4.23	GST	27
	4.24	UAE Agreement	27
	4.25	Representations Complete	27

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER			28

	5.1	Organization	28
	5.2	Authorization	28
	5.3	Noncontravention	28
	5.4	Consents	28
	5.5	GST	28
	5.6	Taxes	29

ARTICLE 6 LICENSES			29

	6.1	License to Buyer of Licensed Intellectual property	29
	6.2	License to KeyTools	29
	6.3	Technical Support	30
	6.4	Ongoing Delivery of KeyTools	30
	6.5	WARRANTY DISCLAIMER	30
	6.6	Limited License Back for Support Purposes	30

ARTICLE 7 COVENANTS AND AGREEMENTS			30

	7.1	Conduct of Seller Prior to the Closing	30
	7.2	Notice of Certain Events	32
	7.3	Circular	32
	7.4	Meeting of Shareholders; Board Recommendation	32
	7.5	No Solicitation	33
	7.6	Access to Information	34
	7.7	Confidential Information	34
	7.8	Public Disclosure	34
	7.9	Consents	34
	7.10	Reasonable Efforts	35
	7.11	Employee Matters	35
	7.12	Covenant Not to Solicit	36
	7.13	Transition	36
	7.14	Allocation of the Purchase Price	36
	7.15	Mail Handling	37
	7.16	Obligations of Seller Affiliates	37
	7.17	Additional Documents, Further Assurances and Cooperation; Power of Attorney	37

Exhibits

TABLE OF CONTENTS

(Continued)


			Page
	7.18	Confidential Information known to Continuing Employees	37
	7.19	Knowledge of Buyer	38
	7.20	Indivisible Contracts	38
	7.21	GST	38
	7.22	Books and Records	38
	7.23	Additional Payment	38
	7.24	UAE Agreement	38
	7.25	Excluded Tangible Assets	39

ARTICLE 8 CONDITIONS TO THE CLOSING			39

	8.1	Conditions to Each Partys Obligation	39
	8.2	Condition to Buyers Obligation	39
	8.3	Condition to Sellers Obligation	42

ARTICLE 9 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION			43

	9.1	Survival	43
	9.2	Indemnification	43
	9.3	Limitations on Indemnification	44
	9.4	Indemnification Procedure	44
	9.5	Third Party Claims	45

ARTICLE 10 TERMINATION, AMENDMENT AND WAIVER			45

	10.1	Termination	45
	10.2	Procedure for and Effect of Termination	46
	10.3	Payment by Seller	47
	10.4	Amendment	47
	10.5	Extension; Waiver	47

ARTICLE 11 MISCELLANEOUS			47

	11.1	Notices	47
	11.2	Entire Agreement	49
	11.3	No Third Party Beneficiaries	49
	11.4	Headings	49
	11.5	Severability	49
	11.6	Governing Law	49
	11.7	Consent to Jurisdiction	50
	11.8	Waiver of Jury Trial	50
	11.9	Assignment	50

Exhibits

TABLE OF CONTENTS

(Continued)


		Page
11.10	Successors and Assigns	50
11.11	Counterparts	50
11.12	Fees and Expenses	50
11.13	Specific Performance	51
11.14	Exhibits and Schedules	51
11.15	Other Remedies	51

EXHIBITS


Exhibit A		Disclosure Schedule
Exhibit B		Form of General Assignment, Assumption and Bill of Sale
Exhibit C		Form of Transition Services Agreement
Exhibit D		Form of Non-Competition Agreement
Exhibit E		Form of Intellectual Property Transfer Agreement

SCHEDULES


Schedule 1.1(j)		Business Employees
Schedule 1.1(k)		Business Financial Statements
Schedule 1.1(t)		Consent Required Contracts
Schedule 1.1(tt)		Key Employees
Schedule 1.1(uu)		KeyTools
Schedule 1.1(rr)		Indivisible Contracts
Schedule 1.1(yy)		Licensed Intellectual Property
Schedule 1.1(zz)		Licensed Technology
Schedule 1.1(fff)		Offered Canadian Employees
Schedule 1.1(hhh)		Offered Non-Canadian Employees
Schedule 1.1(nnn)		Products
Schedule 1.1(xxx)		Seller Affiliate
Schedule 1.1(cccc)		Tangible Assets
Schedule 1.1(iiii)		Transferred Contracts
Schedule 1.1(jjjj)		Transferred Intellectual Property Rights
Schedule 1.1(kkkk)		Transferred Technology
Schedule 2.2(a)		Assets Being Excluded
Schedule 8.2(d)		Certain Third Party Consents
Schedule 8.2(e)		Release of Liens
Schedule 8.2(q)		NCC Escrow Form

Exhibits

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of July 4, 2003, 2003 by and among Hewlett-Packard (Canada) Co., a company existing pursuant to the laws of the province of Nova Scotia (Buyer) and Baltimore Technologies plc, a corporation organized under the laws of the United Kingdom (Parent) and Baltimore Technologies Inc., a corporation organized under the laws of the Province of Ontario (Seller). Certain capitalized terms used herein shall have the meanings given to them in Article 1.

RECITALS

Seller is engaged in the Business (as defined in Section 1.1(h)).

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