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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

3Com Corp.; UTStarcom, Inc.; Gray Cary Ware & Freidenrich; Wilson Sonsini Goodrich & Rosati

Date:

2003

Size:

Preview shows 61KB of 191KB total

Price:

$59

ID:

#1216264

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ASSET PURCHASE AGREEMENT

by and between

UTSTARCOM, INC.

and

3COM CORPORATION

Dated as of March 4, 2003

TABLE OF CONTENTS

ARTICLE I TRANSFER OF ASSETS AND LIABILITIES
Section 1.1	Assets to be Sold; Assumption of Liabilities
Section 1.2	Purchase Price
Section 1.3	Closing
Section 1.4	Deliveries by Seller
Section 1.5	Deliveries by Buyer
Section 1.6	Post-Closing Arrangements
Section 1.7	Post-Closing Purchase Price Adjustment

ARTICLE II RELATED MATTERS
Section 2.1	Books and Records of Seller Group
Section 2.2	Mail and Check Handling
Section 2.3	Employees and Employee Benefits

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER GROUP
Section 3.1	Organization
Section 3.2	Authorization
Section 3.3	Consents and Approvals; No Violations
Section 3.4	Financial Statements
Section 3.5	Absence of Undisclosed Liabilities
Section 3.6	Absence of Certain Changes
Section 3.7	Intellectual Property
Section 3.8	Title, Ownership and Related Matters
Section 3.9	Subsidiaries
Section 3.10	Litigation; Product Liability
Section 3.11	Compliance with Applicable Law
Section 3.12	Certain Contracts and Arrangements
Section 3.13	Taxes
Section 3.14	Employee Benefit Plans; ERISA; Employees
Section 3.15	Environmental Matters
Section 3.16	Insurance
Section 3.17	Labor Matters
Section 3.18	Suppliers
Section 3.19	Customers
Section 3.20	Assets and Permits Necessary to the Business; Equipment
Section 3.21	Transactions with Affiliates
Section 3.22	Certain Fees

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER
Section 4.1	Organization
Section 4.2	Authorization
Section 4.3	Consents and Approvals; No Violations
Section 4.4	Certain Fees
Section 4.5	Funding

ARTICLE V COVENANTS
Section 5.1	Conduct of the Business

Section 5.2	Access to Information
Section 5.3	Consents and Approvals
Section 5.4	Reasonable Efforts
Section 5.5	Public Announcements
Section 5.6	Covenant to Satisfy Conditions
Section 5.7	Supplemental Disclosure
Section 5.8	Transfers Not Effected as of Closing
Section 5.9	Employment of Eligible Employees
Section 5.10	Prohibition on Solicitation and Hiring
Section 5.11	No Negotiation
Section 5.12	Confidentiality
Section 5.13	Agreements Related to Certain Business Real Property
Section 5.14	Insurance Claims
Section 5.15	Tax Matters
Section 5.16	Further Actions
Section 5.17	Compliance with Bulk Sales Laws; Payment of Retained Liabilities
Section 5.18	Standards Organizations
Section 5.19	Compilers, etc.
Section 5.20	Buyer Acknowledgment
Section 5.21	Conduct Relating to Receivable and Payables
Section 5.22	Non-U.S. Agreements
Section 5.23	Agreements Related to Certain Warranty and Service Obligations
Section 5.24	Assistance Relating to Retained Agreements

ARTICLE VI CONDITIONS TO OBLIGATIONS OF THE PARTIES
Section 6.1	Conditions to Each Partys Obligations
Section 6.2	Conditions to Obligations of Seller Group
Section 6.3	Conditions to Obligations of Buyer

ARTICLE VII SURVIVAL OF REPRESENTATIONS; INDEMNIFICATIONS
Section 7.1	Survival of Representations
Section 7.2	Seller Groups Agreement to Indemnify
Section 7.3	Buyers Agreement to Indemnify
Section 7.4	Third Party Indemnification
Section 7.5	Sole Remedy

ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER
Section 8.1	Termination of Agreement
Section 8.2	Procedure for and Effect of Termination

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