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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

Baltimore Technologies plc

Date:

2004

Size:

150KB total

Price:

$55

ID:

#1146422

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

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ASSET PURCHASE AGREEMENT

by and among

beTRUSTed HOLDINGS INC.

BALTIMORE TECHNOLOGIES PLC

and

BALTIMORE TECHNOLOGIES LIMITED

dated September 19, 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	14
	4.3	No Conflict	15
	4.4	Consents	15
	4.5	Business Financial Statements	15
	4.6	No Changes	15
	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	18
	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	26
	4.17	Warranties; Indemnities	26
	4.18	Complete Copies of Materials	26
	4.19	Suppliers and Customers	26
	4.20	Sufficiency of Assets	27

Exhibits

TABLE OF CONTENTS

(Continued)


			Page
	4.21	Authority to Direct Seller Affiliates	27
	4.22	UAE Agreement. The UAE Agreement terminates on or before December 31, 2003, and the terms of exclusivity contained therein expire on such date.	27
	4.23	Representations Complete	27

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER			27

	5.1	Organization	28
	5.2	Authorization	28
	5.3	Noncontravention	28
	5.4	Consents	28

ARTICLE 6 COVENANTS AND AGREEMENTS			28

	6.1	Conduct of Seller Prior to the Closing	28
	6.2	Notice of Certain Events	30
	6.3	Circular	30
	6.4	Meeting of Shareholders; Board Recommendation	30
	6.5	No Solicitation	30
	6.6	Access to Information	32
	6.7	Confidential Information	32
	6.8	Public Disclosure	32
	6.9	Consents	32
	6.10	Reasonable Efforts	32
	6.11	Employee Matters	33
	6.12	Covenant Not to Solicit	34
	6.13	Transition	34
	6.14	Allocation of the Purchase Price	35
	6.15	Mail Handling	35
	6.16	Obligations of Seller Affiliates	35
	6.17	Additional Documents, Further Assurances and Cooperation; Power of Attorney	35
	6.18	Confidential Information known to Continuing Employees	36
	6.19	Knowledge of Buyer	36
	6.20	Books and Records	36
	6.21	Additional Payment. In the event that: (i) Buyer shall have waived, in whole or in part, the condition to Closing set forth in Section 7.2(n), (ii) the Closing shall have occurred, and (iii) a Restriction Release has not been delivered by Parent by March 31, 2004 with respect to all Restrictions, then Parent shall pay on March 31, 2004 in immediately available funds to Buyer the sum of (A) GBP less (B) all amounts paid or payable (under an existing claim) to Buyer pursuant to section 9.2(a)(iii). The obligations of Parent under this Section 6.21 shall not be affected by any matters disclosed to Buyer on or prior to the Closing Date.	36

Exhibits

TABLE OF CONTENTS

(Continued)


			Page
	6.22	UAE Agreement. Parent shall not extend the termination date of the UAE Agreement as it relates to the Product beyond December 31, 2003.	36
	6.23	Excluded Tangible and Other Fixed Assets. Buyer shall have the right to elect, at its sole discretion, not to have transferred to it any tangible assets related to the Business other than the Tangible and Other Fixed Assets, and shall notify Seller of its election thereof prior to the Closing Date.	36

ARTICLE 7 CONDITIONS TO THE CLOSING			37

	7.1	Conditions to Each Partys Obligation	37
	7.2	Condition to Buyers Obligation	38
	7.3	Condition to Sellers Obligation	40

ARTICLE 8 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION			41

	8.1	Survival	41
	8.2	Indemnification	41
	8.3	Limitations on Indemnification	42
	8.4	Indemnification Procedure	42
	8.5	Third Party Claims	42

ARTICLE 9 TERMINATION, AMENDMENT AND WAIVER			43

	9.1	Termination	43
	9.2	Procedure for and Effect of Termination	44
	9.3	Payment by Seller	44
	9.4	Amendment	45
	9.5	Extension; Waiver	45

ARTICLE 10 MISCELLANEOUS			45

	10.1	Notices	45
	10.2	Entire Agreement	46
	10.3	No Third Party Beneficiaries	46
	10.4	Headings	47
	10.5	Severability	47
	10.6	Governing Law	47
	10.7	Consent to Jurisdiction	47
	10.8	Waiver of Jury Trial	47
	10.9	Assignment	48
	10.10	Successors and Assigns	48

Exhibits

TABLE OF CONTENTS

(Continued)


		Page
10.11	Counterparts	48
10.12	Fees and Expenses	48
10.13	Service of Process	48
10.14	Exhibits and Schedules	48
10.15	Other Remedies	48

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
		Exhibit F		UniCERT Version 5.2 Product Requirement Document

SCHEDULES


		Schedule 1.1(k)		Business Employees
		Schedule 1.1(l)		Business Financial Statements
		Schedule 1.1(u)		Consent Required Contracts
		Schedule 1.1(ss)		Key Employees
		Schedule 1.1(ggg)		Products
		Schedule 1.1(sss)		Seller Affiliates
		Schedule 1.1(yyy)		Tangible and Other Fixed Assets
		Schedule 1.1(dddd)		Transferred Contracts
		Schedule 1.1(eeee)		Transferred Intellectual Property Rights
		Schedule 1.1(ffff)

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