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Title: |
Asset Sale and Purchase Agreement |
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Entities: |
Aremissoft Corp.; Barclays Bank plc; Verso Technologies, Inc. |
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Date: |
2000 |
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Size: |
Preview shows 8KB of 116KB total |
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Price: |
$51 |
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ID: |
#1272256 |
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<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EXHIBIT 10.23
<TEXT>
DATED 2000
------------------------------------------------
ELTRAX UK LIMITED (1)
AREMISSOFT HOSPITALITY (UK) LIMITED (2)
VERSO TECHNOLOGIES, INC.
(formerly ELTRAX SYSTEMS, INC.) (3)
AREMISSOFT CORPORATION (4)
----------------------------------------------------
ASSET SALE AND PURCHASE AGREEMENT
relating to the business of
ELTRAX UIMITED
----------------------------------------------------
Joelson Wilson & Co
70 New Cavendish Street
London W1M 8AT
Ref: PIW.PPS.LS.2289.9
<PAGE>
INDEX
-----
Page No:
-------
1. Definitions 1
2. Sale and Purchase of the Business 11
3. Consideration 11
4. Completion 12
5. Excluded Assets and Liabilities 13
6. Value Added Tax 13
7. Conduct of the Business 14
8. Debts and Liabilities 15
9. Risk and Liabilities 15
10. Title 17
11. Cash 18
12. Warranties by the Vendor 19
13. Employees 19
14. Vendor's Undertakings 20
15. Guarantees 21
16. Conditions 22
17. Property 22
18. Generally 25
19. Notices 26
Schedule 1 - Warranties 29
Schedule 2 - Transferring Employees 43
Schedule 3 - Agreed Liabilities 44
Schedule 4 - Debts 45
Schedule 5 - The Property 46
Schedule 6 - Apportionment of Consideration 47
Schedule 7 - Limitation of Liability on Warranties 48
Schedule 8 - Schedule of Condition 49
Appendix 1 - Computer Software Licences 51
Appendix 2 - Equipment 51
Agreed Form Documents:
1. Assignment of Debts 52
2. Assignment of Goodwill 57
3. Assignment of Intellectual Property Rights 64
4. Balance Sheet 70
<PAGE>
THIS AGREEMENT is made the day of 2000
BETWEEN:
(1) ELTRAX UK LIMITED whose registered office is at 1 Holmesdale Road, Croydon
CR0 2LR (Registered No: 02042869) ("the Vendor");
(2) AREMISSOFT HOSPITALITY (UK) LIMITED whose registered office is at 2
Hazelbank Close, Petersfield, Hampshire GU31 4BY (Registered No: 4098063)
("the Purchaser");
(3) VERSO TECHNOLOGIES, INC. (formerly ELTRAX SYSTEMS, INC.) a corporation
incorporated under the law of the State of Minnesota USA whose principal
place of business is at 400 Galleria Parkway, Suite 300, Atlanta, Georgia
30339, USA ("Verso Technologies"); and
(4) AREMISSOFT CORPORATION a corporation incorporated under the laws of the
State of Delaware USA whose principal place of business is at 216 Haddon
Avenue, Suite 607, Westmont, New Jersey 08109, USA ("the Purchaser's Parent
Company").
WHEREAS:
(A) The Vendor is an indirect wholly-owned subsidiary of Eltrax International
Inc. (a Pennsylvania corporation) whose holding company is Verso
Technologies.
(B) The Vendor provides turnkey hardware and software solutions and services to
the hospitality industry in the United Kingdom.
(C) The Purchaser's Parent Company is the ultimate holding company of the
Purchaser.
(D) The Purchaser's Parent Company (1) Verso Technologies (2) and Eltrax
Hospitality Group, Inc. (a Georgia Corporation) ("EHGI") (3), have agreed
under the terms of the Head Agreement (as defined below) that the
Purchaser's Parent Company will purchase certain of the assets and the
agreed liabilities of EHGI as provided in and on the terms of the Head
Agreement and pursuant thereto it has been agreed that the Vendor will sell
to the Purchaser the Business (as defined below) upon the terms and
conditions of this Agreement as the parties hereto agree.
NOW IT IS HEREBY AGREED as follows:-
1. DEFINITIONS
1.1 In this Agreement the following words and expressions have the
following meanings unless inconsistent with the context:
"Accounting Date" means 31 December 1999;
<PAGE>
"Accounts" means the accounts relating to the Business incorporated
into the audited financial statements of the Vendor for the
accounting reference period ended on the Accounting Date
comprising balance sheet, profit and loss account, notes, the
directors' and auditor's reports and cash flow statement as
included in Schedule 1 to the Disclosure Letter;
"Agreed Form" means in relation to any documents such document in the
form agreed between the parties and initialled by the Purchaser's
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