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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

American Medical Technologies Inc.; Biolase Technology, Inc.

Date:

2003

Size:

180KB total

Price:

$47

ID:

#389868

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

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ASSET PURCHASE AGREEMENT

by and among

American Medical Technologies, Inc.,
a Delaware corporation,

BioLase Technology, Inc.,
a Delaware corporation,

and

BL Acquisition Corp.,
a Delaware corporation,

Dated as of May 12, 2003

TABLE OF CONTENTS

1.	Certain Definitions

2.	Sale of Specified Assets; Related Transactions
	2.1	Sale of Specified Assets
	2.2	Consideration
	2.3	No Assumed Liabilities
	2.4	Taxes
	2.5	Allocation
	2.6	Closing
	2.7	Further Action

3.	Representations and Warranties of the Seller
	3.1	Subsidiaries; Due Organization; Etc.
	3.2	Certificate of Incorporation and Bylaws; Records
	3.3	SEC Filings; Financial Statements
	3.4	Absence of Changes
	3.5	Title to Specified Assets
	3.6	Receivables
	3.7	Inventory
	3.8	Equipment, Etc.
	3.9	Proprietary Assets
	3.10	Contracts
	3.11	Liabilities
	3.12	Compliance With Legal Requirements
	3.13	Governmental Authorizations
	3.14	Tax Matters
	3.15	Sale of Products
	3.16	Performance of Services
	3.17	Insurance
	3.18	Proceedings; Orders
	3.19	Authority; Binding Nature of Agreements
	3.20	Non-Contravention; Consents
	3.21	No Discussions
	3.22	Accredited Investor
	3.23	Restricted Securities
	3.24	Legends
	3.25	Brokers
	3.26	Full Disclosure

4.	Representations and Warranties of Parent and the Purchaser
	4.1	Due Organization; Etc.
	4.2	Authority; Binding Nature of Agreements
	4.3	Non-Contravention; Consents

	4.4	Valid Issuance
	4.5	Brokers
	4.6	Form S-3 Eligibility
	4.7	Confidentiality

5.	Pre-Closing Covenants of the Seller
	5.1	Access and Investigation
	5.2	Operation of Business
	5.3	Calculation of Royalties
	5.4	Filings and Consents
	5.5	FDA Compliance
	5.6	Notification; Updates to Disclosure Schedule
	5.7	No Solicitation
	5.8	Confidentiality
	5.9	Bulk Sales Laws

6.	Additional Covenants of the Parties
	6.1	Registration Requirements
	6.2	Regulatory Approvals
	6.3	Additional Agreements

7.	Conditions Precedent to the Purchasers Obligation to Close
	7.1	Accuracy of Representations
	7.2	Performance of Obligations
	7.3	Consents
	7.4	No Material Adverse Change
	7.5	Additional Documents
	7.6	Cooperation of the Seller in the Diodem Lawsuit
	7.7	No Prohibition
	7.8	Governmental Litigation
	7.9	Release of Liens
	7.10	Bulk Transfer Compliance
	7.11	Bank Release

8.	Conditions Precedent to the Sellers Obligation to Close
	8.1	Accuracy of Representations
	8.2	Purchasers Performance
	8.3	Stipulation and Proposed Order to Dismiss
	8.4	Purchaser Closing Certificate
	8.5	Governmental Litigation
	8.6	Secretary Certificate
	8.7	Delivery of Cash and Stock Consideration
	8.8	Approval by the Sellers Board of Directors

9.	Termination
	9.1	Termination Events
	9.2	Termination Procedures

	9.3	Effect of Termination
	9.4	Termination Fees
	9.5	Non-exclusivity of Termination Rights

10.	Indemnification, Etc.
	10.1	Survival of Representations and Covenants
	10.2	Indemnification by the Seller
	10.3	Indemnification by Parent
	10.4	Non-exclusivity of Indemnification Remedies
	10.5	Defense of Third Party Claims
	10.6	Exercise of Remedies by Indemnitees Other Than Parent or the Purchaser
	10.7	Limitations on Indemnification
	10.8	Termination

11.	Certain Post-Closing Covenants
	11.1	Further Actions
	11.2	Publicity
	11.3	Covenant of Parent
	11.4	Parent covenants that it will not use the name American Dental Technologies after the Closing Date.

12.	Non-Competition and No Interference with Business; Non-Solicitation
	12.1	Non-Competition
	12.2	Further Assurances of the Seller
	12.3	No Interference with the Business; Non-Solicitation
	12.4	Remedies

13.	Assignment and Assumption Agreement.

14.	Miscellaneous Provisions
	14.1	Further Assurances
	14.2	Fees and Expenses
	14.3	Attorneys Fees
	14.4	Notices
	14.5	Time of the Essence
	14.6	Effect of Investigation
	14.7