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Document Preview Asset Purchase Agreement |
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Title: |
Asset Purchase Agreement |
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Entities: |
Bell Industries, Inc.; PPG Industries, Inc.; SouthTrust Bank; Kilpatrick Stockton; Lockwood Sign Group, Inc.; Lockwood Identity, Inc. and Lockrowe, L.L.C.; Display Technologies Inc. |
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Date: |
2002 |
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Size: |
Preview shows 10KB of 88KB total |
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Price: |
$42 |
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ID: |
#137631 |
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ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (hereinafter sometimes referred to as "this Agreement") made this 11th day of April 2002, by and among Lockwood Sign Group, Inc., a Florida corporation ("Seller"), Lockwood Identity, Inc., a Virginia corporation, and Lockrowe, L.L.C., a Virginia limited liability company (hereinafter referred to together as "Buyer");
W I T N E S S E T H:
WHEREAS, Seller wishes to transfer substantially all of its assets and all of the business presently conducted by it (all such business is hereinafter sometimes referred to as the "Acquired Business"), to Buyer in exchange for cash and the assumption by Buyer of certain specified liabilities of Seller as herein provided;
WHEREAS, Buyer wishes to acquire such assets and business of Seller all as hereinafter more fully set forth;
WHEREAS, SouthTrust Bank, an Alabama banking corporation, holds a valid, perfected security interest in all of the Purchased Assets and has consented to the sale of the Purchased Assets pursuant to this Agreement; and
WHEREAS, Display Technologies, Inc. a Nevada corporation ("Parent") owns all of the outstanding capital stock of Seller.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto mutually covenant and agree as follows:
ARTICLE 1
ASSETS TO BE PURCHASED
Section 1.1. Description of Purchased Assets. On the terms and subject to the conditions herein expressed, Seller agrees to sell, convey, transfer, assign, set over and deliver to Buyer on the Closing Date, effective as of the Effective Time (as said terms are defined in Section 4.2 hereof) all of the assets, whether tangible or intangible, utilized by or in connection with, or produced by, the Acquired Business and owned by Seller including but not limited to the following specified assets, regardless of where such assets are located:
(a) the exclusive ownership of and right to use all tradenames, trademarks, service marks, trade dress, copyrights and applications therefore used in connection with the
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Acquired Business or otherwise owned or controlled by Seller, including, without limitation, those described in Schedule 1.1(a) hereto, along with the goodwill of the business associated with each of the foregoing;
(b) all inventions, patents, patent rights, applications for patents, production rights, manufacturing rights, reproduction rights, similar rights, trade secrets, know-how, processes, formulae, licenses and designs;
(c) all right, title and interest in the marks and domain names set forth on Schedule 1.1(c) hereto, as well as all right, title and interest, including copyright rights, in the Work or any portion thereof (as hereinafter defined), including the rights to use and/or sell for profit, distribute to third parties, display, perform, digitally transmit, create derivative works from, disassemble, reverse engineer, otherwise claim any ownership rights in or rightful title to the "look and feel" of the Work. For purposes of this Agreement, "Work" is defined as all documents, images, things, work product and works of authorship (all of which may be either electronic or hard copy) that are created by or for Seller, or in which Seller owns a transferable interest, including, without limitation, all website pages and in any software programs, scripts, graphics, animations, controls, user interfaces, database schemes or other tangible or intangible "products" or "information" developed by either Seller or any agent, employee or independent contractor of Seller for purposes related to or used in connection with the Acquired Business ;
(d) all current inventories of raw materials, supplies, purchased parts to be incorporated in finished products, work-in-process and finished products (the "Inventory");
(e) all tooling, molds, machinery, vehicles, tangible personal property, equipment and computer hardware, including, without limitation, those described in Schedule 1.1(e)hereto (the "Equipment");
(f) all books and records of Seller, including, without limitation, all purchasing accounting, sales, export, import, manufacturing, marketing, shipping, agent and distributor records, all marketing studies, customer lists, customer files, art work, supplier files, sales agent and manufacturers' representatives files, credit files, credit data, appraisals, valuations, and consulting studies and all other records and reports relating to the assets purchased and the liabilities assumed by Buyer, all printed and other advertising, sales and promotional materials, and catalogues and supplies, all general ledgers, books of accounts, financial statements and banking records, and all computer programs, computer software, computer manuals, flowcharts, printouts, data files, program documentation and all other related materials of Seller and all copies of each thereof in whatever form each of the foregoing may exist, including computer files and related documentation; provided that Seller may retain a copy of all tax returns and tax records;
(g) all interests of Seller under the leases, employee noncompetition agreements and other contracts described in Schedule 3.1(a) hereto, subject to Buyer crediting Seller with any prepaid rent, taxes and similar prepaid items, prorated to the Effective Time;
(h) any insurance proceeds paid after the Effective Time or payable to Seller pursuant to any contract of insurance as a result of damage to or loss of any of the assets owned or operated by Seller that are to be, or in the absence or loss would otherwise have been, sold to
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