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Title: |
Asset Purchase Agreement |
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Entities: |
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Date: |
2001 |
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Preview shows 5KB of 20KB total |
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$41 |
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ID: |
#1224520 |
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<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>
UNOFFICIAL TRANSLATION COPY
ASSET PURCHASE AGREEMENT
------------------------
On 26 October 2000
BY AND BETWEEN THE UNDERSIGNED:
Leybold Vacuum France SAS (societe par actions simplifiee), a French
limited liability company, with a share capital of EUR 3,095,750, having its
registered office at Villebon-sur-Yvette (91140), Z.A. de Courtaboeuf, 7, avenue
du Quebec, and recorded in the Commercial Registry of Evry under number B 702
929 976.
Represented by Roland Hetzel, residing in Maurepas (78310), 11, rue de
Valois, having full authority to enter into this Agreement, as set forth in the
minutes of the sole shareholder's resolutions of Leybold Vacuum France SAS,
dated September 26th, 2000.
Hereafter, the "Vendor"
AND:
Inficon Aktiengesellschaft, a Liechtenstein limited liability company,
with a share capital of CHF 100,000, having its registered office in Balzers
(FL-9496), Liechtenstein, and registered under number H.1064/92.
Represented by Albert Zueger, Executive Director, and Andreas Vogt,
Director.
Hereafter, the "Purchaser"
WITH THE PARTICIPATION OF:
Maitre Thierry Assant-Lechevallier, notary in Paris (75009), 68 rue de
la Chaussee d'Antin.
Hereafter, the "Escrow Agent"
<PAGE>
UNOFFICIAL TRANSLATION COPY
ARTICLE 1 - SALE
Under this Agreement, the Vendor, committing himself to all standard
guarantees in fact and law, sells to the Purchaser, who accepts it, the business
assets designated below.
ARTICLE 2 - DESCRIPTION
A business located in Villebon-sur-Yvette (91140), Z.A. de Courtaboeuf,
7, avenue du Quebec, in the import, distribution and sale of any material used
to analyze gas, specifically through mass spectrometry and equipment used to
measure thin layers and items such as fittings for vacuums, valves and
total-pressure vacuum gauges, for which Leybold Vacuum France SAS is registered
in the Commercial Register of Evry under number B 702 029 976.
These assets include:
(A) The following intangible assets:
- Clientele for the business in the import, distribution and
sale of any material used to analyze gas, specifically
through mass spectrometry and equipment used to measure thin
layers and items such as fittings for vacuums, valves and
total-pressure vacuum gauges;
- The computer files for the business in the import,
distribution and sale of any material used to analyze gas,
specifically through mass spectrometry and equipment used to
measure thin layers and items such as fittings for vacuums,
valves and total-pressure vacuum gauges.
(B) And inventories:
- The Purchaser agrees to purchase the merchandise that exist
as part of the business on the day that he takes possession.
This merchandise is described and assessed in an inventory
prepared in the presence of both parties and attached to the
Agreement (Exhibit 1).
The Purchaser states that the present condition of the business is well
known to him.
The parties agree to expressly exclude from the scope of this Agreement
(i) the business in the sale of any equipment used in teaching activities
("didactic"); (ii) the business in the sale of any equipment used for creating a
vacuum (vacuum pumps), with the exception, however, of any equipment necessary
for the functioning of leak-detection equipment, and any equipment related to
the implementation of water-proofing techniques; (iii) the business in the sale
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