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:

Flotek Industries, Inc.

Date:

2006

Size:

Preview shows 19KB of 55KB total

Price:

$42

ID:

#2384699

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
► Commodities ► Chemical Manufacturing

Start of Preview

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT, dated as of April 3, 2006 (the Agreement), is by and among Total Well Solutions, LLC, a Wyoming limited liability company (the Company), Total Energy Technologies, LLC, a Delaware limited liability company (the Member), and USA Petrovalve, Inc., a Texas corporation (Buyer).

WITNESSETH:

WHEREAS, Buyer desires to purchase substantially all of the assets of the Company; and

WHEREAS, the Member has an ownership interest in the Company and thus would derive a substantial benefit from the consummation of the purchase transaction contemplated herein;

WHEREAS, the Company, Eric Morrison and Guy Morrison (collectively, the Morrisons) have entered into the following agreements concerning the patents listed on Schedule A attached hereto (the Patents): (i) that certain Addendum to Agreement dated February 13, 2006 (the Addendum), and (ii) that certain Agreement dated April 18, 2005 (the Morrison Agreement);

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

THE PURCHASE

Section 1.1. Purchase. On and subject to the terms and conditions of this Agreement, at the Closing, Buyer will purchase from the Company, and the Company will sell to Buyer, the following assets, rights, properties, and interests of the Company (the Acquired Assets):

(a) The machinery, office equipment, tools, shop equipment, computers, office supplies, vehicles, furnishings and fixtures, and other items of tangible personal property of the Company, including specifically but not limited to the items described on Schedule 1.1(a) (the Tangible Personal Property);

(b) All of the following of the Company (collectively, the Intellectual Property Rights): (i) inventions and discoveries that may be patentable (exclusive of the Intellectual Property Rights associated with the Gas Separator, (Inventions), (ii) all of the rights of the Company pursuant to the Morrison Agreement and/or the Addendum, (iii) all know-how, trade secrets, confidential and proprietary information, technical information, data, process technology, plans, drawings, and blue prints, including, but not limited to, all of the foregoing relating to the Patents) (collectively, Trade Secrets), and (iv) trademarks, service marks, trade names, and copyrights.

(c) The leasehold rights of the Company with respect to the items of personal property which are described on Schedule 1.1(c) (the Leased Assets);

(d) The rights of the Company under the agreements listed on Schedule 1.1(d) (the Assigned Agreements);

(e) All of the customer lists, customer files (including credit applications and reports, credit histories and applicable terms and conditions) books, records, ledgers, files, documents, correspondence, plans, studies, and drawings of the Company, including, but not limited to, any tangible renditions of the Intellectual Property;

(f) The inventories of finished goods, tooling inventory, work in progress and raw materials of the Company as of the Effective Time (as hereinafter defined) (the Purchased Inventory), which shall specifically include, but shall not be limited to, the inventory listed on Schedule 1.1(f) (the Scheduled Inventory);

(g) All of the goodwill of the Company and all of the rights of the Company to use the tradename Total Well Services or any similar name (subject to the permitted use provided for in Section 5.6) (the Tradename).

Section 1.2 The Patents. At the Closing, the Company and the Buyer will enter into and deliver a license agreement in form and content reasonably satisfactory to Buyer and the Company (the License Agreement).

Section 1.3. Excluded Assets. Notwithstanding the foregoing, the Acquired Assets shall not include the assets listed on Schedule 1.3.

Section 1.4. Purchase Price for Acquired Assets. As consideration for the sale to it of the Acquired Assets, Buyer shall pay cash at Closing in the aggregate amount of $4,801,520.00 (the Total Cash Payment), allocated as follows: (i) $1,790,000.00 to be paid by Buyer to the Morrisons at Closing in satisfaction of the payment required to be made by the Company to the Morrisons pursuant to the Addendum (the Morrisons Payment), (ii) $1,623,827.00 to be paid to the TWS Secured Noteholders, in exchange for their Release of UCC-1 filing, (iii) $51,591.00 to be paid to release the liens on the TWS vehicles and (iii) $1,336,102.00 to be paid by Buyer to the Company at Closing, representing the portion of the Total Cash Payment remaining after the Morrisons Payment has been made (the Net Cash Payment).

End of Preview

Home Intelligence Services Subscriptions News About Us