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Title: |
Asset Purchase Agreement |
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Entities: |
EDAC Technologies Corp.; Fleet National Bank; Reinhart Boerner Van Deuren |
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Date: |
2001 |
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Size: |
Preview shows 6KB of 162KB total |
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Price: |
$70 |
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ID: |
#410866 |
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ASSET PURCHASE AGREEMENT
DATED MARCH 29, 2001
BY AND AMONG
GROS-ITE ENGINEERED COMPONENTS DIVISION OF TOMZ, INC.,
TOMZ CORPORATION,
GROS-ITE INDUSTRIES, INC.
AND
EDAC TECHNOLOGIES CORPORATION
{PAGE} 2
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
1.1 Defined Terms
1.2 Usage of Terms
1.3 References to Articles, Sections, Exhibits and Schedules
ARTICLE II
PURCHASE AND SALE OF ASSETS OF SELLER AND LEASE OF PREMISES
2.1 Transfer of Purchased Assets; Assumption of Assumed Liabilities
2.2 Purchase of Finished Goods Inventory
2.3 Purchase of Work In Process Inventory
2.4 Purchase of Tangible Personal Property
2.5 Purchase of Name
2.6 Assumed Contracts
2.7 Non-Assumption of Liabilities
2.8 Consents
2.9 Delivery of Purchased Assets
2.10 Limitation on Assumption of Warranty Obligations By Buyer and Seller
2.11 Lease of Premises
2.12 Seller's Storage at Premises
2.13 Noncompetition Agreement
2.14 INTENTIONALLY OMITTED
2.15 Delivery of Voting Agreement; Irrevocable Proxies
ARTICLE III
PURCHASE PRICE AND PAYMENT
3.1 Purchase Price
3.2 Post-Closing Adjustment
3.3 Allocation of Purchase Price
3.4 Payment of Purchase Price
3.5 Closing Adjustments
3.6 Taxes
3.7 Guaranty by TOMZ Corporation
3.8 Collateral
3.9 Pledge of Securities
3.10 Offset
-2-
{PAGE} 3
ARTICLE IV
CLOSING
4.1 Closing
4.2 Conveyances at Closing
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF EDAC AND GROS-ITE
5.1 EDAC's and Gros-ite's Representations
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF BUYER AND TOMZ CORPORATION
6.1 Buyer and TOMZ Corporation's Representations
ARTICLE VII
COVENANTS AND CONDUCT OF THE PARTIES PRIOR TO OR ON CLOSING
7.1 Pre-closing Covenants
7.2 Right of Entry
7.3 Conduct of Business
7.4 Lien Releases and Tax Clearance
ARTICLE VIII
COVENANTS AND CONDUCT OF THE PARTIES AFTER CLOSING
8.1 Survival and Indemnifications
8.2 Access to Retained Customer Records
8.3 Buyer's Defects
8.4 Covenant Not to Use Name
ARTICLE IX
MISCELLANEOUS
9.1 Expenses; Agreements Not to Market Assets
9.2 Casualty
9.3 Right of Termination and Procedure for Default
9.4 Further Assurances
9.5 Notices
9.6 Public Statements
9.7 Choice of Law
9.8 Titles
-3-
{PAGE} 4
9.9 Waiver
9.10 Effective; Binding
9.11 Entire Agreement
9.12 Modification
9.13 Counterpart
9.14 Consent to Jurisdiction
9.15 Confidential Information
9.16 Successors and Assigns
9.17 Arbitration Procedure
-4-
{PAGE} 5
SCHEDULES
{TABLE}
{CAPTION}
Schedules Description
--------- -----------
{C} {S}
1.1 Assumed Contracts
1.1(ll)(7) Computer Software
2.1(a) Permitted Encumbrances
2.4 Tangible Personal Property
3.2 Cost Accounting Method
3.3 Allocation of Purchase Price
5.1(a) Tradenames
5.1(b) Form of Seller's Resolutions
5.1(c) Resulting Defaults
5.1(d) Consents and Approvals
5.1(e) Litigation
5.1(g) Tax Matters
5.1(h) Title Matters
5.1(i) Real Property
5.1(j) Location of Tangible Personal Property
5.1(k) Options
5.1(l) Terminations
5.1(o) Patents/Trademarks
5.1(q) Warranties
5.1(r) Creditors
5.1(v) Vendors/Customers
5.1(w) Contracts
5.1(x) Employee Benefit Plans
5.1(y) Changes/Disputes
5.1(aa) Noncompliance
5.1(bb) Licenses/Permits/Certifications
5.1(cc) Employee Data
5.1(dd) Payments
5.1(ee) Affiliated Transactions
5.1(hh) Seller's Insurance
5.1(ii) Environmental/Health/Safety Matters
6.1(b) Form of Buyer's and TOMZ Corporation's Resolutions
{/TABLE}
-5-
{PAGE} 6
EXHIBITS
{TABLE}
{CAPTION}
Exhibit Description
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