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Document Preview Asset Sale and Purchase Agreement |
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Title: |
Asset Sale and Purchase Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
17KB total |
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Price: |
$40 |
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ID: |
#1175527 |
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Asset Sale and Purchase Agreement dated March 23, 2004 by and between API Electronics,
Inc. and Islip Transformer & Metal Co.
ASSET SALE AND PURCHASE AGREEMENT
THIS ASSET SALE AND PURCHASE AGREEMENT (this Agreement) is made and entered into as of March 23, 2004 (the Effective Date) by and among API Electronics, Inc., a Delaware corporation having offices at 375 Rabro Drive, Hauppauge, New York 11788 (Purchaser) and Islip Transformer & Metal Co., Inc., a New York corporation having offices at 820 Shames Drive, Westbury, NY 11590 (the Seller). The Purchaser and Seller are sometimes referred to herein individually as a Party and collectively as the Parties.
WHEREAS, the Seller desires to sell certain assets (the Assets) enumerated below on the terms and conditions contained in this Agreement; and
WHEREAS, the Purchaser desires to purchase the Assets on such terms and conditions.
NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties hereby agree as follows:
| 1 | SALE AND PURCHASE OF ASSETS |
| 1.1 | Assets Purchased. The Seller hereby sells its right, title and interest in and to all of its assets, including but not limited to all existing Department of Defense contracts set forth on Schedule A (the Contracts), the Sellers CAGE Code, the right to use the Sellers name, all test fixtures, test equipment, plans, specifications and files relating to previous contracts performed by Seller for the Department of Defense, inventory, equipment and furniture (collectively the Assets), but specifically excluding the contracts set forth on Schedule B (the Retained Contracts), cash and accounts receivable, and the Purchaser hereby purchases the Assets, for the purchase price and on the terms and conditions set forth herein. |
| 1.2 | Purchase Price. The consideration for the sale of the Assets by the Seller shall be the sum (the Purchase Price) of $50,000 (the Cash Payment) plus ten (10%) percent of the amount of confirmed orders received pursuant to the Contracts set forth on Schedule A (the Percentage Payment). |
| 1.3 | Allocation of Purchase Price. The Purchase Price shall be allocated as follows: |
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Inventory |
$ | 10,000 | |
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Machinery & Equipment |
$ | 39,000 | |
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Trade Name, Trademarks and Goodwill |
$ | 10,000 |
The Seller and the Purchaser each represent to the other that they will file Internal Revenue Service Form 8594, Asset Acquisition Statement Under Section 1060, with their Federal income tax returns for the respective tax years for which the transactions contemplated hereby must be reported. The Seller and the Purchaser each further represent to the other that on such Form, they will report the information regarding the Purchase Price and the allocation thereof as are set forth in this Agreement.
| 1.4 | Limited Assumption of Liabilities. The Purchaser assumes all obligations under the Contracts (the Specifically Assumed Liabilities), including but not limited to all invoices for components relating to the Contracts which have not yet been delivered or paid for, or if delivered and paid for, Purchaser will reimburse Seller for same, and for which Seller has not received progress payments. Seller represents that no progress payments have been received on the Contracts. The Purchaser shall not assume or be bound by any obligations or Liabilities of the Seller other than the Specifically Assumed Obligations. Seller shall remain liable for all of its liabilities other than the Specifically Assumed Obligations. |
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