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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

Integrated Device Technology Inc.; Sigmatel, Inc.; Gray Cary Ware & Freidenrich; Piper Rudnick

Date:

2006

Size:

Preview shows 54KB of 185KB total

Price:

$60

ID:

#2272121

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

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ASSET PURCHASE AGREEMENT

BY AND BETWEEN

INTEGRATED DEVICE TECHNOLOGY, INC.

AND

SIGMATEL, INC.

DATED AS OF JULY 25, 2006

TABLE OF CONTENTS


		Page
ARTICLE I.	DEFINITIONS	1
1.1	Defined Terms	1
1.2	Other Defined Terms	8
ARTICLE II.	PURCHASE AND SALE OF ASSETS	8
2.1	Closing	8
2.2	Transfer of Assets	9
2.3	Assumption of Liabilities	9
2.4	Excluded Liabilities	9
2.5	Purchase Price	11
2.6	Purchase Price Adjustment	11
2.7	Allocation	13
2.8	Sublease	13
2.9	Closing Costs; Transfer Taxes and Fees	13
ARTICLE III.	REPRESENTATIONS AND WARRANTIES OF SELLER	13
3.1	Organization of Seller	14
3.2	Subsidiaries	14
3.3	Authorization	14
3.4	Absence of Certain Changes or Events	15
3.5	Assets	17
3.6	Facilities	17
3.7	Contracts and Commitments	18
3.8	Permits	20
3.9	No Conflict or Violation	20
3.10	Seller Financial Statements	20
3.11	Books and Records	21
3.12	Litigation	21
3.13	Labor Matters	21
3.14	Compliance with Law	21
3.15	No Brokers	21
3.16	No Other Agreements to Sell the Assets	22
3.17	Intellectual Property Rights	22
3.18	Employee Benefit Plans	25
3.19	Transactions with Certain Persons	29
3.20	Tax Matters	29
3.21	Inventory	30
3.22	Purchase Commitments	30
3.23	Customers, Distributors and Suppliers	31
3.24	Environmental Matters	31
3.25	Business Financial Information	31
3.26	Material Misstatements Or Omissions	32
ARTICLE IV.	REPRESENTATIONS AND WARRANTIES OF BUYER	32
4.1	Organization of Buyer	32
4.2	Authorization	32


4.3	No Conflict or Violation	32
4.4	Consents and Approvals	33
4.5	No Brokers	33
ARTICLE V.	COVENANTS OF SELLER AND BUYER	33
5.1	Further Assurances	33
5.2	Notification of Certain Matters	33
5.3	Investigation by Buyer	34
5.4	Conduct of Business	34
5.5	Employee Matters	36
5.6	Accrued Vacation	37
5.7	Non-Solicitation; Non-Compete	37
5.8	Tax Matters	40
5.9	Tax Clearance Certificate	41
5.10	Notices	41
5.11	Withholding Exemption	41
5.12	Characterization of Payments	41
5.13	Discussions with Customers	41
5.14	Litigation Support	41
5.15	Performance by Affiliates	41
5.16	Seller Employee Matters	41
ARTICLE VI.	CONDITIONS TO SELLERS OBLIGATIONS	42
6.1	Representations, Warranties and Covenants	42
6.2	Consents; Regulatory Compliance and Approval	42
6.3	No Actions or Court Orders	42
6.4	Assignment and Assumption Agreement	42
6.5	Execution and Delivery of Ancillary Agreements	42
6.6	Corporate Documents	43
6.7	Officers Certificate	43
6.8	Opinion	43
6.9	Good Standing Certificate	43
ARTICLE VII.	CONDITIONS TO BUYERS OBLIGATIONS	43
7.1	Representations, Warranties and Covenants	43
7.2	Consents; Regulatory Compliance and Approval	43
7.3	No Actions or Court Orders	44
7.4	Conveyance Documents	44
7.5	Execution and Delivery of Ancillary Agreements	44
7.6	Employee Matters	45
7.7	Third Party Consents	45
7.8	Material Adverse Change	45
7.9	Opinion	45
7.10	Corporate Documents	45
7.11	Officers Certificate	45
7.12	Good Standing Certificate	45
7.13	Tax Clearance Certificate	45
ARTICLE VIII.	RISK OF LOSS; CONSENTS TO ASSIGNMENT	45
8.1	Risk of Loss	45


8.2	Consents to Assignment	46
ARTICLE IX.	ACTIONS BY SELLER AND BUYER	46
9.1	Books and Records	46
9.2	Survival of Representations, Etc.	46
9.3	Indemnification	47
9.4	Bulk Sales	49
9.5	Post-Closing Adjustment for Product Warranty Claims	49
ARTICLE X.	MISCELLANEOUS	50
10.1	Termination	50
10.2	Assignment	51
10.3	Notices	51
10.4	Choice of Law	52
10.5	Entire Agreement; Amendments and Waivers	52
10.6	Multiple Counterparts	52
10.7	Expenses	52
10.8	Invalidity	52
10.9	Titles; Gender	52
10.10	Public Statements and Press Releases	52
10.11	Confidentiality	53
10.12	Cumulative Remedies	54
10.13	Service of Process	54
10.14	Arbitration	54
10.15	Investigation	54
10.16	Interpretation; Rules of Construction	55
10.17	Knowledge	55

iii

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this Agreement) is made and entered into this 25th day of July, 2006, by and between Integrated Device Technology, Inc., a Delaware corporation (Buyer), and SigmaTel, Inc., a Delaware corporation (Seller).

RECITALS

A. Seller, directly and through certain of its affiliates, conducts, among other business, the Business (as defined below).

B. Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain assets, properties, rights and claims of, or related to, the Business, upon the terms and subject to the conditions of this Agreement (the Acquisition).

C. To the extent required, the respective Boards of Directors of Buyer and Seller have approved and declared advisable this Agreement and the transactions contemplated hereby.

AGREEMENT

NOW THEREFORE, in consideration of the respective covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Defined Terms. As used herein, the terms below shall have the following meanings. Any of such terms, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference.

Accounts Receivable shall mean (a) all trade accounts receivable and other rights to payment from customers of Seller related to the Business and the full benefit of all security for such accounts or rights to payments, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of Seller with respect thereto, (b) all other accounts or notes receivable of Seller related to the Business and (c) any claims, remedy or other rights related to any of the foregoing.

Action shall mean any action, claim, suit, writ, litigation, proceeding, labor dispute, mediation, arbitration, governmental audit, inquiry, criminal prosecution, hearing, investigation or unfair labor practice charge or complaint.

affiliate shall have the meaning set forth in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Ancillary Agreements shall mean the Intellectual Property License Agreement, the Transition Services Agreement, the Key Employee Agreements, the Indemnification Escrow Agreement, the Sublease Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Intellectual Property Assignment Agreement and the Trademark License Agreement.

Assets shall mean all of the right, title and interest of Seller and its affiliates in and to the business, properties, assets and rights of any kind, whether tangible or intangible, real or personal and constituting, primarily related to, primarily used in or primarily dedicated to the Business as follows:

(a) all rights of Seller and its affiliates under the Contracts listed on Schedule 1.1(a) (the Assumed Contracts);

(b) all Fixtures and Equipment listed on Schedule 1.1(b);

(d) all Books and Records;

(e) Intellectual Property Rights listed on Schedule 1.1(e);

(f) all Software listed on Schedule 1.1(f);

(g) all Technology primarily related to, primarily used in or primarily dedicated to the Business;

(h) all rights under or pursuant to all warranties, representations and guarantees made by suppliers in connection with the Assets or services furnished to Seller pertaining to the Business or affecting the Assets, to the extent such warranties, representations and guarantees are assignable;

(i) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind, against any person or entity, including without limitation any liens, security interests, pledges or other rights to payment or to enforce payment in connection with Products delivered by Seller on or prior to the Closing Date; and

(j) any and all goodwill related to the Business or any of the foregoing, but excluding therefrom the Excluded Assets.

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