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Document Preview Asset Purchase Agreement |
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Title: |
Asset Purchase Agreement |
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Entities: |
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Date: |
2000 |
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Size: |
Preview shows 6KB of 105KB total |
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Price: |
$47 |
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ID: |
#1205887 |
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<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT - SEQUIS
<TEXT>
ASSET PURCHASE AGREEMENT
between
FILENET CORPORATION
as Purchaser
and
APPLICATION PARTNERS, INC.
as Seller
Dated as of May 18, 2000
<PAGE>
TABLE OF CONTENTS
ANNEX A DESCRIPTION OF BUSINESS/LIST OF ASSETS
ANNEX A-1 EQUIPMENT INCLUDED IN PURCHASED ASSETS
ANNEX A-2 TRADEMARKS AND LOGOS INCLUDED IN PURCHASED ASSETS
ANNEX A-3 INTELLECTUAL PROPERTY INCLUDED IN PURCHASED ASSETS
ANNEX B ALLOCATION OF PURCHASE PRICE
EXHIBIT A BILL OF SALE
EXHIBIT B ASSUMPTION AGREEMENT
EXHIBIT C SUBLEASE AGREEMENT
EXHIBIT E CONSULTING AGREEMENT
EXHIBIT F OFFER LETTERS
EXHIBIT G ESCROW AGREEMENT
EXHIBIT H MANAGEMENT PRINCIPAL AGREEMENTS
EXHIBIT I SUPPORT AGREEMENTS
DISCLOSURE SCHEDULES
2
<PAGE>
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated as of May 18, 2000 (as hereafter amended,
modified or supplemented, this "Agreement"), between FileNET Corporation, a
Delaware corporation ("Purchaser"), and Application Partners, Inc., a California
Corporation ("Seller").
W I T N E S S E T H:
WHEREAS, Seller owns and operates a business, a division of which conducts
the activities described on Annex A hereto (the "Division"); and
WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, the assets relating to the Division listed on Annex A
hereto (the "Assets") and in connection therewith Purchaser is willing to assume
certain liabilities of Seller relating thereto, all upon the terms and subject
to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
and covenants hereinafter set forth, and intending to be legally bound hereby,
Purchaser and Seller hereby agree as follows:
Article 1.
DEFINITIONS
Section 1.01 Certain Defined Terms. Unless the context otherwise requires,
the following terms, when used in this Agreement, shall have the respective
meanings specified below:
"Acquisition Documents" shall mean this Agreement, the Ancillary
Agreements, and any certificate, Financial Statement, report or other document
delivered pursuant to this Agreement or the transactions contemplated hereby.
"Action" shall mean any claim, action, suit, arbitration, inquiry,
proceeding or investigation by or before any Governmental Authority.
"Affiliate" shall mean, with respect to any specified Person, any other
Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified
Person.
"Ancillary Agreements" shall mean the Assumption Agreement, the Bill of
Sale and the Sublease Agreement.
"Assets" shall have the meaning specified in the recitals to this
Agreement.
"Assumed Liabilities" shall have the meaning specified in Section 2.02(a).
3
<PAGE>
"Assumption Agreement" shall mean the Assumption Agreement to be executed
by Purchaser and Seller on the Closing Date substantially in the form of Exhibit
B.
"Bill of Sale" shall mean the Bill of Sale and Assignment to be executed by
Seller on the Closing Date substantially in the form of Exhibit A.
"Business Day" shall mean any day that is not a Saturday, a Sunday or other
day on which banks are required or authorized by Law to be closed in California.
"Cause" shall mean that Purchaser, acting in good faith based upon
information then known to Purchaser, determines that a Division Employee or
Division Contractor has: (1) committed a material breach of his duties and
responsibilities (other than as a result of incapacity due to Disability); (2)
been convicted of a felony; (3) materially failed to perform required duties and
responsibilities or performed them unsatisfactorily or incompetently; (4)
materially violated a Purchaser policy; (5) violated any fiduciary duty owed to
Purchaser; or (6) violated any of the terms of the Proprietary Information and
Inventions Agreement signed by such Division Employee or Division Contractor .
"Closing" shall have the meaning specified in Section 2.04.
"Closing Date" shall have the meaning specified in Section 2.04.
"Code" shall mean the Internal Revenue Code of 1986, as amended through the
date hereof.
"Confidentiality Agreement" shall mean the letter agreement dated as of
February 1, 2000 between Seller and Purchaser.
"Consulting Agreement" shall mean the consulting agreement to be executed
by Purchaser and Seller, attached hereto as Exhibit E.
"Contract Software Engineers" shall have the meaning specified in Section
2.07(a)(3).
"Control" (including the terms "controlled by" and "under common control
with"), with respect to the relationship between or among two or more Persons,
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