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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

NTN Communications, Inc.

Date:

2007

Size:

172KB total

Price:

$75

ID:

#2864206

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
► Services ► Broadcasting & Cable TV

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ASSET PURCHASE AGREEMENT

by and among

HME WIRELESS, INC., as Buyer

NTN WIRELESS COMMUNICATIONS, INC., as Seller

and

NTN BUZZTIME, INC.,

as the Shareholder

March 29, 2007

TABLE OF CONTENTS


		Page
ARTICLE I. DEFINITIONS		1

1.1	Defined Terms	1

1.2	Other Defined Terms	5

ARTICLE II. PURCHASE AND SALE OF ASSETS		6

2.1	Transfer of Assets	6

2.2	Assumption of Liabilities	6

2.3	Excluded Liabilities	6

2.4	Purchase Price	7

2.5	Closing Costs; Transfer Taxes and Fees	7

2.6	Prorations	7

2.7	Purchase Price Adjustment	8

ARTICLE III. CLOSING		9

3.1	Closing	9

3.2	Conveyances at Closing	9

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER AND THE SHAREHOLDER		10

4.1	Organization of Seller	10

4.2	Subsidiaries	11

4.3	Authorization	11

4.4	Assets	11

4.5	Facilities	11

4.6	Contracts and Leases	12

4.7	Permits	14

4.8	No Conflict or Violation	14

4.9	Financial Statements and Subsequent Events	14

4.10	Books and Records	16

4.11	Litigation	17

4.12	Labor Matters	17

4.13	Liabilities	17

4.14	Compliance with Law	17

TABLE OF CONTENTS


		Page
4.15	No Brokers	18

4.16	No Other Agreements To Sell the Assets	18

4.17	Proprietary Rights	18

4.18	Employee Plans	19

4.19	Transactions with Certain Persons	19

4.20	Tax Matters	19

4.21	Insurance	21

4.22	Inventory	21

4.23	Purchase Commitments	21

4.24	Payments	21

4.25	Suppliers and Customers	22

4.26	Product Warranty	22

4.27	Product Liability	22

4.28	Compliance With Environmental Laws	22

4.29	Notes and Accounts Receivable	25

4.30	Material Misstatements or Omissions	25

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER		25

5.1	Organization of Buyer	25

5.2	Authorization	25

5.3	Financing	26

5.4	No Conflict or Violation	26

5.5	Litigation	26

5.6	Compliance with Law	26

5.7	No Brokers	26

ARTICLE VI. COVENANTS OF SELLER, SHAREHOLDER AND BUYER		26

6.1	No Solicitation	26

6.2	Notification of Certain Matters	27

6.3	Access to Information and Facilities	28

6.4	Conduct of Business	28

6.5	Use of Sellers Name	29

6.6	Transition	29

TABLE OF CONTENTS


		Page
6.7	Accounts Receivable Collection	29

6.8	License of Certain Patent	30

ARTICLE VII. CONDITIONS TO SELLERS AND SHAREHOLDERS OBLIGATIONS		30

7.1	Representations, Warranties and Covenants	30

7.2	Consents	30

7.3	No Proceedings, Litigation or Laws	30

7.4	Certificates	30

7.5	Documents	30

7.6	Payment of Purchase Price	30

ARTICLE VIII. CONDITIONS TO BUYERS OBLIGATIONS		30

8.1	Representations, Warranties and Covenants	31

8.2	Consents	31

8.3	No Proceedings or Litigation	31

8.4	Certificates	31

8.5	Material Changes	31

8.6	Board of Directors Approval	31

8.7	Due Diligence Review	31

8.8	Conveyancing Documents; Release of Encumbrances	32

8.9	Permits	32

8.10	Other Agreements	32

8.11	Employees	32

8.12	LeeTek Agreement	32

ARTICLE IX. RISK OF LOSS; CONSENTS TO ASSIGNMENT		32

9.1	Risk of Loss	32

9.2	Consents to Assignment	33

ARTICLE X. ACTIONS BY SELLER, SHAREHOLDER AND BUYER AFTER THE CLOSING		33

10.1	Books and Records; Tax Matters	33

10.2	Survival of Representations, Etc	34

10.3	Indemnifications	34

10.4	Bulk Sales	36

iii

TABLE OF CONTENTS


		Page
ARTICLE XI. MISCELLANEOUS		36

11.1	Termination	36

11.2	Further Assurances	38

11.3	Assignment	38

11.4	Notices	38

11.5	Choice of Law	39

11.6	Entire Agreement; Amendments and Waivers	39

11.7	Multiple Counterparts	39

11.8	Expenses	40

11.9	Invalidity	40

11.10	Titles	40

11.11	Public Statements and Press Releases	40

11.12	Confidential Information	40

11.13	Cumulative Remedies	41

11.14	Consent to Jurisdiction	41

11.15	Arbitration	42

11.16	Attorneys Fees	42

EXHIBITS


EXHIBIT A		FORM OF BILL OF SALE
EXHIBIT B		FORM OF ASSIGNMENT AND ASSUMPTION OF LEASE WITH CONSENT OF LANDLORD
EXHIBIT C		FORM OF ASSIGNMENT AND ACCEPTANCE OF PURCHASED ASSETS
EXHIBIT D		FORM OF ASSIGNMENT OF PROPRIETARY RIGHTS
EXHIBIT E		FORM OF ASSUMPTION OF CERTAIN LIABILITIES
EXHIBIT F		FORM OF SELLER COVENANT NOT TO COMPETE
EXHIBIT G		FORM OF SHAREHOLDER COVENANT NOT TO COMPETE

SCHEDULE
SCHEDULE 2.4(c)		ALLOCATION OF PURCHASE PRICE

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement, dated as of March 29, 2007, is by and among HME Wireless, Inc., a Georgia corporation (Buyer), NTN Wireless Communications, Inc., a Delaware corporation (Seller), and NTN Buzztime, Inc., a Delaware corporation (the Shareholder).

RECITALS

A. Seller owns certain assets which it uses in the conduct of the Business (as defined below). The Shareholder owns all of the issued and outstanding shares of stock of the Seller.

B. Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, such assets upon the terms and subject to the conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are 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.

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 Covenants Not to Compete substantially in the forms attached hereto as Exhibit F and Exhibit G.

Assets shall mean all of Sellers right, title and interest in and to the Business and the following assets relating to the Business:

(a) all accounts and notes receivable of Seller with respect to the Business;

(b) all Contracts and Contract Rights;

(d) the Lease;

(e) the Leasehold Estate;

(f) all Leasehold Improvements;

(g) all Fixtures and Equipment;

(h) copies of all Books and Records relating to the Business as requested by Buyer;

(i) all Proprietary Rights relating to the Business and all goodwill associated with the Business;

(j) all Permits;

(k) all available supplies, demonstration kits, sales literature, promotional literature, customer, supplier and distributor lists, art work, display units, telephone and fax numbers (including, but not limited to, Sellers telephone number 1-800-919-9903) and purchasing records related to the Business;

(1) all rights under or pursuant to all warranties, representations and guarantees made by suppliers in connection with the Business or services furnished to Seller pertaining to the Business or affecting the Assets, to the extent such warranties, representations and guarantees (i) are not required by Seller to fulfill its obligations under this Agreement and (ii) are assignable;

(m) 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 related to the Business prior to the Closing Date;

(n) all computer hardware and software with respect to the Business; and

(o) any other properties, assets or rights of Seller as of the Closing Date of any kind, tangible and intangible, used by Seller in connection with the Business, but excluding therefrom the Excluded Assets.

Books and Records shall mean, in each case to the extent pertaining to the Business, (a) all records and lists of Seller, (b) all records and lists pertaining to customers, suppliers or personnel of Seller, (c) all product, business and marketing plans of Seller, (d) information regarding Sellers accounts and notes receivable and (e) all books, ledgers, files, reports, plans, drawings and operating records of every kind maintained by Seller, but excluding Sellers minute books, stock books and tax returns.

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