Preview | Asset Purchase Agreement |

Document Preview

Asset Purchase Agreement

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Asset Purchase Agreement

Entities:

Lifeline Systems Co; Lifeline Systems, Inc.

Date:

2003

Size:

79KB total

Price:

$46

ID:

#1404849

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
► Technology ► Communications Equipment

Start of Preview

LIFELINE SYSTEMS, INC.

(the Purchaser)

- and -

MARCH NETWORKS CORPORATION

(the Vendor)

ASSET PURCHASE AGREEMENT

DATED the 16^th day of July, 2003

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION		1

1.1	DEFINITIONS.	1
1.2	CONSTRUCTION.	4
1.3	SCHEDULES.	5

ARTICLE 2 PURCHASE AND SALE OF PURCHASED ASSETS		5

2.1	PURCHASE AND SALE.	5
2.2	PURCHASE PRICE.	6
2.3	ALLOCATION OF PURCHASE PRICE.	6
2.4	PAYMENT OF PURCHASE PRICE.	6
2.5	CALCULATION OF EARN-OUT AMOUNT.	6
2.6	ESCROW AND SET-OFF.	7
2.7	TRANSFER TAXES.	7

ARTICLE 3 ASSUMPTION OF OBLIGATIONS		7

3.1	ASSUMPTION BY THE PURCHASER.	7

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE VENDOR		8

4.1	REPRESENTATIONS AND WARRANTIES.	8

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER		11

5.1	REPRESENTATIONS AND WARRANTIES.	11

ARTICLE 6 COVENANTS OF THE VENDOR		12

6.1	DISCLOSURE OF TRANSACTION.	12
6.2	EXAMINATIONS AND INVESTIGATIONS.	12
6.3	CONDUCT OF BUSINESS PRIOR TO CLOSING.	13
6.4	CONSENTS AND APPROVALS.	14
6.5	REPRESENTATIONS, WARRANTIES AND CONDITIONS.	14
6.6	NON-COMPETITION AND NON-SOLICITATION AGREEMENT.	14
6.7	REFERRAL OF COMMUNICATIONS.	14
6.8	TECHNICAL SUPPORT.	15
6.9	ESCROW AGREEMENT.	15

ARTICLE 7 COVENANTS OF THE PURCHASER		15

7.1	DISCLOSURE OF TRANSACTION.	15
7.2	REPRESENTATIONS, WARRANTIES AND CONDITIONS.	15
7.3	INFORMING PERSONS DEALING WITH PURCHASED BUSINESS.	15

ARTICLE 8 SURVIVAL AND INDEMNIFICATION		16

8.1	SURVIVAL OF VENDORS REPRESENTATIONS AND WARRANTIES.	16
8.2	SURVIVAL OF PURCHASERS REPRESENTATIONS AND WARRANTIES.	16
8.3	SURVIVAL OF COVENANTS.	16
8.4	INDEMNIFICATION.	16
8.5	PROCEDURE FOR INDEMNIFICATION.	18
8.6	ADDITIONAL RULES AND PROCEDURES.	19
8.7	RIGHTS CUMULATIVE.	20

- i -


ARTICLE 9 CONDITIONS OF CLOSING IN FAVOUR OF THE PURCHASER		20

9.1	CONDITIONS OF CLOSING.	20
9.2	WAIVER.	22

ARTICLE 10 CONDITIONS OF CLOSING IN FAVOUR OF THE VENDOR		22

10.1	CONDITIONS OF CLOSING.	22
10.2	WAIVER.	24

ARTICLE 11 RISK OF LOSS		24

11.1	DAMAGE OR DESTRUCTION.	24
11.2	NOTICE.	24
11.3	NOTICE OF REDUCTION OF PURCHASE PRICE.	25
11.4	PURCHASE PRICE.	25
11.5	EXTENT OF LOSS.	25
11.6	RIGHTS CUMULATIVE.	25

ARTICLE 12 CLOSING PROCEDURE		25

12.1	CLOSING.	25
12.2	PROCEDURE.	25

ARTICLE 13 GENERAL		26

13.1	PUBLIC DISCLOSURE.	26
13.2	ARBITRATION.	26
13.3	NOTICE.	26
13.4	COSTS.	27
13.5	TIME OF THE ESSENCE.	27
13.6	FURTHER ACTS.	27
13.7	JURISDICTION.	27
13.8	AMENDMENT.	27
13.9	WAIVER.	28
13.10	ENTIRE AGREEMENT.	28
13.11	SEVERABILITY.	28
13.12	COUNTERPARTS.	28
13.13	ASSIGNMENT.	28
13.14	ENUREMENT AND BINDING EFFECT.	1

SCHEDULES

- ii -

ASSET PURCHASE AGREEMENT

DATED the 16^th day of July, 2003.

B E T W E E N:

LIFELINE SYSTEMS, INC., a corporation incorporated under the laws of the State of Massachusetts

(the Purchaser)

- and -

MARCH NETWORKS CORPORATION, a corporation incorporated under the federal laws of Canada

(the Vendor)

The parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1

Definitions.

In this Agreement, except as otherwise expressly provided, capitalized words or expressions shall have the meanings set out below:

(a)

Accounts Payable means all unsecured debts of the Vendor incurred or accrued in connection with the conduct of the Purchased Business in the ordinary course of business prior to the Time of Closing.

(b)

Acquired March Customers means those customers of the Purchased Business who are listed in Schedule 1.1(b).

(c)

Affiliate shall have the meaning given it in the Canada Business Corporations Act.

(d)

Agreement means this agreement and includes all schedules set out in section 1.3.

(e)

Assumed Obligations means all obligations to be performed by the Vendor on or after the Closing Date under the Contracts, including the provision of services under:

(i)

the service agreements included therein;

(ii)

product warranties;

and the obligation to accept delivery of and pay for any Inventories that have been ordered but not yet delivered to the Vendor, as set out in Schedule 1.1(e).

(f)

Business Day means every day except a Saturday, Sunday or any other day on which principal commercial banks are not open for business in the City of Ottawa, Ontario.

(g)

Closing means the completion of the transactions described in this Agreement, Closing Date or Date of Closing means July 16, 2003, and Time of Closing means 10:00 a.m. (local time) at Gowling Lafleur Henderson LLP, Suite 2600, 160 Elgin Street, Ottawa, Ontario, K1P 1C3 on the Closing Date or such other date or time as the parties may agree upon.

(h)

Contracts means all oral or written material contracts of the Vendor relating exclusively to the Purchased Business, including all contracts with customers or subscribers of the Purchased Business (collectively, the Service Contracts) and those listed on Schedule 1.1(h).

(i)

Earn-Out Amount means an amount equal to [**]% of all Net Revenues earned by the Purchaser, during the period commencing on the day following the Closing Date and ending on the third anniversary of the Closing Date, from sales orders entered into during the said period in respect of sales of products and/or services to Acquired March Customers and, if applicable, following an acquisition, directly or indirectly, by the Purchaser or any Affiliate of the Purchaser of Home Technology Systems (HTS) whether by purchase of shares, assets, amalgamation or other form of corporate reorganization, from sales orders entered into during the said period in respect of sales of products and/or services to any customers of HTS.

(j)

Earn-Out Statement shall have the meaning attributed thereto in section 2.5.

(k)

Encumbrance means any mortgage, lien, pledge, charge, hypothec or other security interest, restriction, claim, encumbrance, right to use or acquire, ownership interest, action or demand of any nature whatsoever.

(l)

Escrow Agreement shall have the meaning attributed thereto in Section 6.9.

(m)

Equipment means all equipment used exclusively in the Purchased Business, including the equipment described in Schedule 1.1(m).

End of Preview

Home Intelligence Services Subscriptions News About Us