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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

American Medical Alert Corp.

Date:

2007

Size:

131KB total

Price:

$58

ID:

#2841885

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
► Healthcare ► Medical Equipment & Supplies

Start of Preview

ASSET PURCHASE AGREEMENT

between

AMERICAN MEDICONNECT, INC.

and

PHONE SCREEN, INC.

as Sellers,

and

JANET LIFSHITZ

as Stockholder

and

JOSEPH SAMEH

as a director and an officer of the Sellers

and

AMERICAN MEDICONNECT ACQUISITION CORP.

as Buyer

and

AMERICAN MEDICAL ALERT CORP.

as Guarantor

_______________________

December 22, 2006

______________________

TABLE OF CONTENTS
		Page

SECTION 1.	SALE AND PURCHASE OF ASSETS	1
1.1	Sale and Purchase	1
1.2	No Assumption of Liabilities	3
1.3	Purchase Price	4
1.4	Sellers and Principals Closing Deliveries	5
1.5	Adjustments for Payables	7
1.6	Adjustment for Receivables	7
1.7	Contingent Additional Good Will Payment	7
SECTION 2.	REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND
	THE PRINCIPALS	10
2.1	Organization	10
2.2	Title to Purchased Assets; Ownership of Stock or Membership Interests	10
2.3	Authorization; Validity of Agreement, Etc	11
2.4	Consents and Approvals; No Violation	11
2.5	Condition of Purchased Assets	12
2.6	Receivables	12
2.7	Taxes	12
2.8	Real Property	14
2.9	Intellectual Property	15
2.10	Material Contracts	15
2.11	Customers, Suppliers and Distributors	16
2.12	Litigation; Compliance with Laws; Licenses and Permits	16
2.13	Product or Service Claims	17
2.14	No Brokers	17
2.15	Assets Utilized in the Business	17
2.16	Related Party Transactions	17
2.17	Insurance	17
2.18	No Misstatements or Omissions	18
2.19	Labor Matters and Employment Matters	18
2.20	Environmental Matters	20

-i-

TABLE OF CONTENTS
(continued)
		Page

2.21	No Material Adverse Change	22
2.22	No Undisclosed Liabilities	22
2.23	Solvency	22
2.24	Employee Benefits	22
2.25	Investment Representations	25
SECTION 3.	REPRESENTATIONS AND WARRANTIES OF BUYER	26
3.1	Organization	26
3.2	Authorization; Validity of Agreement	26
3.3	Consents and Approvals; No Violation	26
SECTION 4.	COVENANTS OF THE PARTIES	26
4.1	Employee Matters	26
4.2	Non-disclosure of Confidential Information	30
4.3	Non-solicitation of Employees	30
4.4	Non-Competition	30
4.5	Public Statements	31
4.6	Use of Name	31
4.7	Purchase Price Allocation	31
4.8	Other Actions	32
4.9	Payment of Payables	32
4.10	Financial Statements	32
4.11	Discharge of Liabilities; Sales Taxes	32
4.12	Assigned Contracts	32
SECTION 5.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES	33
5.1	Survival of Representations and Warranties of the Sellers and the
	Principals	33
5.2	Survival of Representations and Warranties of Buyer	33
SECTION 6.	INDEMNIFICATION	33
6.1	Indemnification by the Sellers and the Principals	33
6.2	Indemnification by Buyer	34
6.3	Indemnification Procedures; Limitations on Indemnification	34

-ii-

TABLE OF CONTENTS
(continued)
		Page

6.4	Right to Set-Off	35
SECTION 7.	MISCELLANEOUS	36
7.1	Transaction Fees and Expenses	36
7.2	Notices	36
7.3	Amendment	37
7.4	Waiver	37
7.5	Governing Law	37
7.6	Jurisdiction	37
7.7	Remedies	38
7.8	Severability	38
7.9	Further Assurances	38
7.10	Assignment	38
7.11	No Third Party Beneficiaries	38
7.12	Entire Agreement	38
7.13	Headings	39
7.14	Counterparts	39

-iii-

List of Exhibits

		Page

Exhibit A	Sellers Secretarys Certificates
Exhibit B	Bill of Sale and Assignment Agreement
Exhibit C	Legal Opinion of Counsel to Sellers and Principals
Exhibit D	Management Employment Agreements
Exhibit E	Wire Transfer Instructions
Exhibit F	Form of Lease