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Document Preview Asset Purchase Agreement |
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Title: |
Asset Purchase Agreement |
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Entities: |
Flotek Industries, Inc.; Special Equipment Manufacturing, Inc. |
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Date: |
2003 |
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Size: |
Preview shows 8KB of 25KB total |
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Price: |
$41 |
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ID: |
#228133 |
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ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (Purchase Agreement) is made and entered into as of the 1st day of August, 2003, by and between Special Equipment Manufacturing, Inc. (Purchaser), and Flotek Industries, Inc. (Seller) with reference to the following circumstances:
A. Seller has been engaged in the manufacturing of certain equipment used in the oil and gas well completion industry (the Business) and the products manufactured by Seller generally enjoy a good reputation within the oil and gas well completion industry;
B. Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, assets of Seller used in connection with the operation of Sellers Business; and
C. Purchaser and Seller desire to effect such acquisition upon the terms and subject to the conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Purchaser and Seller hereby agree as follows:
1. Purchase and Sale of Assets.
| 1.01 Agreement to Sell and Purchase. On the terms and subject to the conditions set forth herein, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase, at the Closing (as hereinafter defined), the following assets of Seller (collectively, Purchased Assets): |
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(a) Fixed Assets. Fixed assets as listed in Appendix A. |
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(b) Work In Process. The work in Process defined in Appendix B, calculated as costs-deposits-assumed payables. |
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(c) Warranties. Buyer will assume warranties on Work in Process as listed in Appendix C. Seller will pay for authorized warranty work as outlined in Appendix D. |
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(d) Work Force. Selected members of Sellers assembled work force in place (the Work Force) will be assumed by the buyer on August 1, 2003, at the pay rates outlined in Appendix E; |
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(e) Intellectual Property. Seller will execute an exclusive royalty agreement to sell the buyers intellectual property as outlined in Appendix F. |
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(f) Sub-lease. Buyer will execute the sublease agreement with Seller of property leased by Equipment Specialties as outlined in Appendix G. |
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(g) Business Records. All of Sellers business books and records, operating systems and other information base (the Business Records); |
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(h) Know-How. All of the Sellers processes, formulas, designs, know-how and any other type or kind of proprietary information related to the Sellers Business in any form whatsoever (the Know-How). |
| The Purchased Assets shall be conveyed to Purchaser free and clear of all liabilities, obligations, liens and encumbrances excepting only those liabilities and obligations which are expressly assumed by Purchaser hereunder. |
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