|
|
|
|
Document Preview Asset Purchase Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Asset Purchase Agreement |
|||
|
Entities: |
||||
|
Date: |
2007 |
|||
|
Size: |
Preview shows 9KB of 46KB total |
|||
|
Price: |
$48 |
|||
|
ID: |
#2900228 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
ASSET PURCHASE AGREEMENT
------------------------
BETWEEN: Western Power & Equipment Corp.,
an Oregon corporation ("Western")
AND: Yukon Equipment, Inc.
an Alaska corporation ("Buyer")
DATE: May 17, 2007
RECITALS
--------
A. Western is the owner and operator of construction equipment sales, service,
and leasing operations in Anchorage and Fairbanks, Alaska (the "Retail
Operations"); and
B. Buyer desires to purchase from Western certain of the assets relating to the
Retail Operations, and Western is willing to sell such assets to Buyer all under
the terms and conditions below.
AGREEMENT
---------
ARTICLE 1. DEFINITIONS
SECTION 1.01 "Affiliate" shall mean any Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with the Person specified.
SECTION 1.02 "Knowledge" with respect to Western shall mean the best
knowledge of Dean McLain, President and Bob Harbin, Vice President of Sales.
SECTION 1.03 "Lien" shall mean any mortgage, pledge, security interest,
lease, lien or other encumbrance of any kind, including without limitation any
conditional sale contract, title retention contract or similar arrangement.
ARTICLE 2. PURCHASE AND SALE
SECTION 2.01 PURCHASE AND SALE OF ASSETS. Buyer purchases from Western,
and Western sells to Buyer, all of the right, title and interest of Western in
the following assets and rights associated with the Retail Operations (the
"Purchased Assets"), which Purchased Assets are more particularly described
below:
{PAGE}
(a) Equipment. All items of equipment and attachments set forth on
EXHIBIT A ("Equipment").
(b) Parts. All parts set forth on EXHIBIT B ("Parts").
(c) Furniture & Fixtures. All furniture and fixtures set forth on
EXHIBIT C ("F&F").
(d) Shop Tools. Shop equipment, service tools, parts and service
manuals and literature set forth on EXHIBIT D ("Shop Tools").
(e) Vehicles. All vehicles set forth on EXHIBIT E ("Vehicles").
(f) Office and Shop Supplies. All office and shop supplies EXCEPT
items imprinted with Western's logo (such as letterhead, order
forms, and similar items).
(g) Signage. All existing signage at the Retail Operations
("Signage").
(h) Computer Equipment. All computer equipment set forth on EXHIBIT F
("Computers").
(i) Service and Parts Manuals. All service and parts manuals and
literature currently at the Retail Operations.
(j) Leasehold Improvements. All leasehold improvements currently at
the Retail Operations.
(k) Service Work-in-Process. All service work-in-process as of the
date of closing.
(l) Assumed Business Name. All rights to the dba/tradename of Yukon
Equipment.
SECTION 2.02 EXCLUDED ASSETS. The assets of Western being sold,
transferred, assigned, and delivered to Buyer shall include only those Purchased
Assets described in Section 2.01. Such Purchased Assets shall not, however,
include any of the following assets or properties of Western:
(a) Cash and cash equivalents on hand or in banks as of the closing
date;
(b) All accounts receivable as of the closing date;
(c) All certificates of deposit and other forms of security or bid
deposits held by third-parties;
{PAGE}
(d) Prepaid taxes, insurance, and other expenses and credits, refunds
and receivables of such items.
(e) Any other assets not specifically described in Section 2.01.
For purposes of this Agreement, all of the property, assets, and rights retained
by Western under this Section 2.02 are collectively referred to as the "Excluded
Assets."
SECTION 2.03 PURCHASE PRICE.
(a) The purchase price for the Purchased Assets ("Purchase Price") is
as follows:
(1) Equipment. The purchase price for the Equipment, as set forth
on EXHIBIT A attached hereto, is a total of $10,759,274.31;
consisting of $7,387,320.38 for new equipment, $249,953.31
for used equipment, and $3,122,000.62 for rental equipment.
Terms are cash, debt assumption as set forth on EXHIBIT A-1,
and/or dealer transfer as of the date of closing set forth
above.
(2) Parts. The purchase price for the Parts, as set forth on
EXHIBIT B attached hereto, is $647,295.10. Terms are cash
and/or dealer transfer as of the date of closing set forth
above.
(3) Furniture & Fixtures. The purchase price for the Furniture &
Fixtures, as set forth on EXHIBIT C attached hereto, shall be
$52,409.25. Terms are cash at closing.
(4) Shop Tools. The purchase price for the Shop Tools, as set
forth on EXHIBIT D attached hereto, shall be $81,881.08.
Terms are cash at closing.
(5) Vehicles. The purchase price for the Vehicles, as set forth
on EXHIBIT E attached hereto, shall be $80,000.00. Terms are
cash at closing.
(6) Office and Shop Supplies. The purchase price for the Office
and Shop Supplies, as set forth above, shall be $3,000.00
payable in cash at closing.
(7) Signage. The purchase price for the Signage, as set forth
above, shall be $5,000.00 payable in cash at closing.
(8) Computers. The purchase price for the Computers, as set forth
on EXHIBIT F attached hereto, shall be $11,315,25 payable in
cash at closing.
{PAGE}
(9) Service and Parts Manuals. The purchase price for the Service
and Parts Manuals, as set forth above, shall be $5,000.00
payable in cash at closing.
(10) Leasehold Improvements. The purchase price for the Leasehold
Improvements, as set forth above, shall be $-0- payable in
cash at closing.
(11) Service Work-In-Process. The purchase price for the Service
Work-In-Process, as set forth above, shall be $32,764.70
payable in cash at closing. Except as otherwise provided in
section 7.02, Buyer will assume all of Western's future
liabilities and obligations to perform machine warranty work
for a prepaid fee of $30,000 which fee to be credited against
the purchase price at closing.
(12) Prepaid Items. All prepaids expenses, taxes, purchases, and
deposits shall be prorated between Buyer and Western as of
the date of close. At closing, Buyer shall reimburse Western
for that portion of such prepaid items that are properly
allocated to the Retail Operations after the date of closing.
(b) The Purchase Price for all assets specified above is payable in
full in cash at closing and/or dealer transfer at closing as set
forth above. In the event that Case Corp. does not authorize any
dealer transfer set forth above, in whole or in part, Buyer shall
remit such amount to Western in cash within 5 days of Western's
request to Buyer.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us