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Title: |
Asset Purchase Agreement |
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Date: |
2007 |
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Preview shows 10KB of 145KB total |
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Price: |
$67 |
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ID: |
#2865545 |
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ASSET PURCHASE AGREEMENT
dated as of
May 10, 2007
among
INFOLOGIX, INC.,
INFOLOGIX SYSTEMS CORPORATION,
AMTSYSTEMS, INC.,
and
THE SHAREHOLDERS OF
AMTSYSTEMS, INC.
This ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of May 10, 2007 by and among InfoLogix, Inc., a Delaware corporation (Parent), InfoLogix Systems Corporation, a Delaware corporation (Buyer), AMTSystems, Inc., a Connecticut corporation (Seller), and the shareholders of Seller identified on Schedule A to this Agreement (the Shareholders).
RECITALS
WHEREAS, Seller is engaged in the business of providing barcode and radio-frequency identification (RFID) based products and solutions to a variety of industries including the healthcare, life sciences, and distribution industries (the Business);
WHEREAS, the Shareholders are the record and beneficial owners of all of the outstanding capital stock of Seller;
WHEREAS, Parent is the record and beneficial owner of all of the outstanding capital stock of Buyer; and
WHEREAS, the parties desire to provide for the acquisition by Buyer of certain of the assets of Seller and for certain other matters, all on the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, and agreements contained in this Agreement, the parties, intending to be legally bound, hereby agree as follows:
AGREEMENT
ARTICLE 1. DEFINITIONS
1.1 Definitions. For convenience, this Agreement uses certain defined terms, the meanings of which are specified or referred to in Schedule 1.1.
ARTICLE 2. SALE OF ASSETS; PURCHASE PRICE
2.1 Purchase and Sale of Assets. Subject to the terms of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer, and deliver to Buyer, free and clear of any Encumbrances (other than Permitted Encumbrances), and Buyer shall purchase from Seller, all of Sellers right, title, and interest in and to all of the assets, properties, contracts, instruments, rights, and claims of every kind and description, real, personal and mixed, tangible and intangible, known and unknown, actual and contingent, and wherever located, which are then owned, held, or used by Seller in the conduct of the Business (the Purchased Assets). Without limiting the foregoing, the Purchased Assets shall include the following as they exist on the Closing Date and to the extent of Sellers right, title, and interest therein:
(a) all Contracts, including all of those Contracts with the vendors and customers listed on Schedule 2.1(a);
(b) all tangible personal property of the Business, including all work in process, parts, furniture, furnishings, office equipment, computer and other data processing equipment (including installed software), and other equipment and fixed assets used in or related to the Business and listed on Schedule 2.1(b);
(c) all data and records related to the Business, including all enterprise resource planning systems, lists of customers, customer leads, suppliers, and vendors (each in Excel spreadsheet
format), financial and accounting books and records (in electronic or paper form as it currently exists), advertising materials, promotional materials, files, indices, and market research studies, correspondence, and, subject to applicable Law, copies of all personnel records related to any Transferred Employees;
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