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Document Preview Agreement for the Purchase and Sale of Assets |
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Title: |
Agreement for the Purchase and Sale of Assets |
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Date: |
2000 |
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Preview shows 6KB of 79KB total |
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$42 |
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ID: |
#1272253 |
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<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 10.20
<TEXT>
AGREEMENT FOR THE PURCHASE
AND SALE OF ASSETS
Between
AremisSoft Norway AS, a Norwegian company (reg.no 982435366),
as Purchaser,
Eltrax Scandinavia AS , a Norwegian corporation(reg.no 944615628),
as Seller
A Head Agreement for the Purchase and Sale of Assets (the " Head
Agreement") is made this 13 day of October, 2000, by and among AremisSoft
Corporation ("ASC"), a Delaware corporation, Verso Technology Inc, a Minnesota
corporation (oVTIo), and Eltrax Hospitality Group, Inc., a Georgia corporation
(oEHGIo), and provides for ASC to acquire substantially all of the assets of
EHGI, subject to the liabilities assumed in the Head Agreement by the ASC and no
other liabilities.
This Agreement (the "Agreement") is made this 13 day of October, 2000 to
facilitate the need for a separate agreement regarding the sale and purchase of
the assets belonging to VTI's Norwegian subsidiary Eltrax Scandinavia AS (the
"Seller"), by AremisSoft Norway AS (the "Purchaser"). The Agreement shall not in
any regard be interpreted with the consequence that the parties to the Head
Agreement's rights or duties under the Head Agreement are altered or amended.
All references to dollars in this Agreement refer to United States dollars
unless otherwise specified.
WHEREAS, the Purchaser desires to acquire, on the terms and subject to
the conditions reflected below, the business of the Seller insofar as the same
is conducted through the use of the Acquired Assets; and
WHEREAS, the Seller believe that it is desirable and in their best
interests to sell the Acquired Assets to the Purchaser;
<PAGE>
NOW, THEREFORE, the parties to this Agreement for the Purchase and Sale of
Assets do hereby agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the capitalized terms identified below in this
Article I shall have the meanings indicated, and variants and derivatives of the
following terms shall have correlative meanings. To the extent that certain of
the definitions set forth below express agreements between or among parties to
this Agreement, or contain representations or warranties or covenants of a
party, the parties agree to the same by execution of this Agreement. The parties
to this Agreement agree that agreements, representations, warranties, and
covenants expressed in any part or provision of this Agreement shall for all
purposes of this Agreement be treated in the same manner as other such
agreements, representations, warranties, and covenants contained elsewhere in
this Agreement, and the Article or Section of this Agreement within which such
an agreement, representation, warranty, or covenant appears shall have no
separate meaning or effect on the same.
1.1 [omitted]
1.2 Acquired Assets: The assets to be acquired by the Purchaser pursuant to
the terms hereof, as identified on Schedule 1.2 of the Acquired Business
Disclosure Document attached hereto, including, but not limited to all
Intellectual Property and Software Products used in the Acquired Business, and
all other assets of the Seller, tangible or intangible (including contractual,
warranty, and other rights), the use or value of which is inextricably linked to
the assets so identified, or which relate to or arise out of transactions
involving the assets so identified.
1.3 Acquired Business: The businesses in which the Acquired Assets are
utilized, as described in Section 1.3 in the Acquired Business Disclosure
Document.
1.4 Acquired Business Balance Sheet: The balance sheet as of August 31,
2000.
1.5 Acquired Business Disclosure Document: The document delivered by to the
Purchaser containing certain disclosures relative to this Agreement, a copy of
which is attached to this Agreement as Exhibit 1.5.
<PAGE>
1.6 Acquired Facilities: All warehouses, stores, plants, production
facilities, manufacturing facilities, processing facilities, fixtures, and
improvements owned or leased by the Seller or otherwise used in connection with
the operation of the Acquired Business or leased or subleased to others, but
only to the extent that the same consist of Acquired Assets.
1.7 Affiliate: When used with respect to a person, an "affiliate" of that
person is a person Controlling, Controlled by, or under common Control with that
person.
1.8 Agreement: This Agreement for the Purchase and Sale of Assets,
including all of its Schedules and Exhibits specifically referred to in this
Agreement that have been or are to be delivered by a party to this Agreement to
another such party in connection with the Transaction or this Agreement, and
including all duly adopted amendments, modifications, and supplements to or of
this Agreement and such Schedules and Exhibits.
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