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Agreement for the Purchase and Sale of Assets

 

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Title:

Agreement for the Purchase and Sale of Assets

Entities:

Aremissoft Corp.; Verso Technologies, Inc.

Date:

2000

Size:

Preview shows 7KB of 81KB total

Price:

$49

ID:

#1272254

 

 

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<SEQUENCE>3

<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 10.21
<TEXT>


Agreement for the Purchase and Sale of Assets


--------------------------------------------------------------------------------
Agreement for the Purchase and Sale of Assets
--------------------------------------------------------------------------------


between




Eltrax AG., a Swiss corporation,
and Eltrax Holdings AG, a Swiss corporation,
as Sellers



Verso Technologies, Inc., a Minnesota Corporation
as Sellers' Ultimate Parent


and


AremisSoft Hospitality (Switzerland) GmbH, a Swiss corporation,
as Purchaser

AremisSoft Corporation, a Delaware Corporation
as Purchaser's Ultimate Parent


<PAGE>

Table of Contents:

<TABLE>
<S> <C>

ARTICLE I: DEFINITIONS.............................................................................................3
ARTICLE II: THE TRANSACTION........................................................................................7
ARTICLE IV: REPRESENTATIONS AND WARRANTIES OF PURCHASER............................................................8
ARTICLE V: REPRESENTATIONS AND WARRANTIES OF EHAG AND EAG..........................................................9
ARTICLE VI: COVENANTS OF THE PURCHASER............................................................................15
ARTICLE VII: COVENANTS OF EHAG AND EAG............................................................................17
ARTICLE VIII: CONDITIONS TO CLOSING...............................................................................20
ARTICLE IX: TERMINATION, AMENDMENT, WAIVER........................................................................22
ARTICLE X: INDEMNITY..............................................................................................23
ARTICLE XI: GENERAL PROVISIONS....................................................................................25

</TABLE>


<PAGE>

This Agreement for the Purchase and Sale of Assets (the "Agreement") is made
this 26th day of October, 2000, by and among AremisSoft Hospitality
(Switzerland) GmbH, a Swiss corporation ("Purchaser") Eltrax AG, a Swiss
corporation, ("EAG"), Eltrax Holdings AG, a Swiss corporation, ("EHAG") (Sellers
together referred to as "Sellers") the Sellers' Ultimate Parent and the
Purchaser's Ultimate Parent, and provides for the Purchaser to acquire
substantially all of the assets of Sellers (other than the shares of EAG and
Eltrax UK. Ltd.), subject to the liabilities assumed in this Agreement by the
Purchaser and no other liabilities.

Recitals

WHEREAS, the Purchaser desires to acquire, on the terms and subject to the
conditions reflected below, the business of Sellers insofar as the same is
conducted through the use of the Acquired Assets; and

WHEREAS, Sellers believe that it is desirable and in their best interests to
sell the Acquired Assets to the Purchaser;

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 Acquired Assets: The assets to be acquired by the Purchaser pursuant to the
terms hereof, as identified on Schedule 1.2(i)-1 of the Acquired Business
Balance Sheet attached hereto, including, but not limited to all Intellectual
Property and Software Products used in the Acquired Business, and all other
assets of EAG, tangible or intangible (including contractual, warranty, and
other rights), the use or value of which is inextricably linked to the assets so

<PAGE>


identified, and excluding (a) the shares of EAG and Eltrax UK. Ltd. , (b) any
rights related to the Squirrel business other than the interntional contracts
concerning the Squirrel business.

1.2 Acquired Business: The businesses in which the Acquired Assets are utilized,
as described on Schedule 1.2(i)-1 of the Acquired Business Disclosure Document
attached hereto.

1.3 Acquired Business Balance Sheet: The balance sheet as of September 30, 2000,
included in the Unaudited Financial Statements of the Acquired Business.

1.4 Acquired Business Disclosure Document: The document delivered by Sellers to
the Purchaser containing certain disclosures relative to this Agreement, a copy
of which is attached to this Agreement as Exhibit 1.5.

1.5 Acquired Facilities: All warehouses, stores, plants, production facilities,
manufacturing facilities, processing facilities, fixtures, and improvements
owned or leased by EAG 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.

1.6 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.

1.7 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

 

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