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Asset Purchase Agreement

 

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Title:

Asset Purchase Agreement

Entities:

Logan Equipment Corp ; Stroock & Stroock & Lavan

Date:

2004

Size:

Preview shows 4KB of 29KB total

Price:

$41

ID:

#2119837

 

 

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
► Services ► Legal

 

 

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ASSET PURCHASE AGREEMENT

           THIS ASSET PURCHASE AGREEMENT, dated as of June 13, 2003, is among Boston Rental Partners, LLC, a Delaware limited liability company (the "Seller"), NationsRent, Inc., a Delaware corporation formerly known as Las Olas Thirteen Corporation ("NationsRent"), and the subsidiaries of NationsRent listed on the signature pages hereto (collectively with NationsRent, the "Buyers").

           WHEREAS, NationsRent, Inc., a Delaware corporation ("Old NationsRent"), and its subsidiaries were debtors in bankruptcy cases (Case Nos. 01-11628 through 01-11639) filed in the United States Bankruptcy Court in the District of Delaware (the "Bankruptcy Court");

           WHEREAS, (a) the Seller has purchased or leased from third parties certain construction and industrial equipment and (b) Old NationsRent has leased from the Seller such construction and industrial equipment pursuant to the Rental Agreement dated as of March 26, 2003 (the "Rental Agreement") between the Seller and Old NationsRent, a copy of which Rental Agreement is attached hereto as Exhibit A;

           WHEREAS, pursuant to the First Amended Joint Plan of Reorganization of NationsRent, Inc. and Its Debtor Subsidiaries dated February 7, 2003 filed jointly by Old NationsRent and its subsidiaries with the Bankruptcy Court on February 11, 2003, as modified by order of the Bankruptcy Court from time to time and confirmed by the Bankruptcy Court on May 14, 2003 (as so modified and confirmed, the "Plan"), Old NationsRent has merged with and into NationsRent;

           WHEREAS, the Plan contemplates that the Buyers will purchase such construction and industrial equipment from the Seller in connection with the consummation of the Plan;

           WHEREAS, (a) the Seller desires to sell to the Buyers, and the Buyers desire to purchase from the Seller, all of the assets of the Seller listed on Schedule I (the "Assets"), and (b) the Seller desires to assign to the Buyers, and Buyers desire to assume from the Seller, all of the liabilities of the Seller associated with the Assets (the "Assumed Liabilities"), in each case on the terms and subject to the conditions set forth herein; and

           WHEREAS, the Seller and NationsRent desire to terminate the Rental Agreement contemporaneously with the closing of the purchase and sale of the Assets contemplated hereby (the "Closing");

           NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, do hereby agree as follows:

1. Definitions; Certain Rules of Construction. Certain capitalized terms are used in this Agreement with the specific meanings set forth below in this Section 1. Except as otherwise explicitly specified to the contrary or unless the context clearly requires otherwise, (a) the capitalized term "Section" refers to sections of this Agreement, (b) the capitalized term "Schedule" refers to schedules to this Agreement, (c) the capitalized term "Exhibit" refers to exhibits to this Agreement, (d) references to a particular Section include all subsections thereof, (e) the word "including" shall be construed as "including without limitation", (f) references to a particular statute or regulation include all rules and regulations thereunder and any successor statute, regulations or rules, in each case as from time to time in effect, and (g) references to a particular Person include such Person's successors and assigns to the extent not prohibited by this Agreement.


 

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