Preview | Asset Purchase Agreement |

Document Preview

Asset Purchase Agreement

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Asset Purchase Agreement

Entities:

Certegy Inc.

Date:

2003

Size:

120KB total

Price:

$48

ID:

#803290

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
► Services ► Business Services

Start of Preview

ASSET PURCHASE AGREEMENT

BETWEEN

DOWN ACQUISITION CORPORATION

AND

NETZEE, INC.

TABLE OF CONTENTS

1.	Introduction		1
2.	Effective Date		1
3.	Definitions		1
4.	Purchase and Sale		6
	4.1	Purchase and Sale of Purchased Assets.	6
	4.2	Assumption of Liabilities.	7
	4.3	Consideration for Purchased Assets.	8
5.	Closing		8
	5.1	Time and Place	8
	5.2	Closing Deliveries of Netzee	9
	5.3	Closing Deliveries of Certegy	9
6.	Representations and Warranties of Netzee		9
	6.1	Organization.	9
	6.2	Authority	9
	6.3	Required Consents	9
	6.4	Equipment and Tangible Property	10
	6.5	Intellectual Property and Proprietary Rights.	10
	6.6	Material Business Contracts.	11
	6.7	Business Licenses	12
	6.8	Business Employees.	12
	6.9	Employee Benefit Plans	12
	6.10	Financial Information	12
	6.11	Real Property.	13
	6.12	Litigation; Governmental Orders	13
	6.13	Compliance with Laws	13
	6.14	Environmental Matters	13
	6.15	Insurance	13
	6.16	Transactions with Affiliates	14
	6.17	Taxes.	14
	6.18	Absence of Changes or Events	14
	6.19	Sufficiency of Assets	15
	6.20	Brokers	15
	6.21	Accounts Receivable	15
	6.22	Prepaid Subscriptions	15
	6.23	Absence of Undisclosed Liabilities	15
	6.24	Books and Records	15
	6.25	Bank Accounts; Lock Boxes	15
	6.26	Projections	16
	6.27	Disclosure	16
	6.28	Business Performance	16
7.	Representations and Warranties of Certegy		16
	7.1	Organization	16
	7.2	Authority	16
	7.3	Brokers	16
8.	Covenants and Agreements		17

	8.1	Conduct of Business.	17
	8.2	Access and Information	18
	8.3	Confidentiality.	18
	8.4	Further Actions	18
	8.5	Publicity	19
	8.6	Transaction Costs	19
	8.7	Employees and Employee Benefit Matters.	19
	8.8	Retention of and Access to Records.	19
	8.9	Insurance	20
	8.10	Exclusivity	20
	8.11	Covenant Not to Compete.	20
	8.12	Equitable Remedies	20
	8.13	Intellectual Property	20
	8.14	Endorsement of Checks	21
	8.15	Meeting of Stockholders	21
	8.16	Filings; Other Actions	21
	8.17	Use of Proceeds	22
9.	Conditions to Closing		22
	9.1	Conditions to Obligations of Certegy	22
	9.2	Conditions to Obligations of Netzee	23
10.	Indemnification		24
	10.1	Survival	24
	10.2	Indemnification by Certegy	24
	10.3	Indemnification by Netzee	24
	10.4	Claims.	24
	10.5	Limitations.	25
	10.6	Treatment of Indemnity Benefits	25
11.	Termination		25
	11.1	Termination	25
	11.2	Procedure and Effect of Termination.	25
12.	Miscellaneous		26
	12.1	Assignment	26
	12.2	Governing Law	26
	12.3	Waiver	26
	12.4	Force Majeure	26
	12.5	Headings; Construction	26
	12.6	Entire Agreement	27
	12.7	Neutral Construction	27
	12.8	Severability	27
	12.9	Notices	27
	12.10	Time is of the Essence	28
	12.11	No Third Party Beneficiary	28
	12.12	Counterparts	28
	12.13	Amendment	28
	12.14	No Successor Liability	28
	12.15	Specific Performance	28

List of Schedules and Exhibits

Schedule		Description
4.1(a)(i)		Leased Real Property
4.1(a)(vi)		Purchased Assets, Including All Intellectual Property, Client Contracts and Material Business Contracts
4.1(b)(x)		Certain Retained Assets
4.3(b)		Accounts Receivable Certificate
6.1		List of Affiliates and Jurisdictions
6.3		Required Consents
6.4		Equipment and Tangible Personal Property
6.5		Intellectual Property Infringement, Licensing and Ownership Issues
6.6(a)		Contract Listing
6.6(b)		Material Business ContractsExceptions to Enforceability
6.7		Business Licenses
6.8(a)		Business Employees
6.10		Financial Information
6.12		Litigation; Governmental Orders
6.13		Compliance with Laws
6.14		Environmental Matters
6.15		Business Insurance Policies
6.16		Transactions with Affiliates
6.17(a)		Taxes
6.18		Certain Changes or Events
6.19		Affiliate Ownership of Assets
6.21		Accounts Receivable
6.22		Prepaid Subscriptions
6.23		Liabilities
6.25		Accounts and Lock Boxes
6.26		Projections
8.7		Identified Employees
8.15(b)		Plan of Liquidation and Dissolution

Exhibit		Description
Exhibit A		Wire Instructions for Netzee
Exhibit B		Indemnity Escrow Agreement

iii

ASSET PURCHASE AGREEMENT

By this Asset Purchase Agreement, Down Acquisition Corporation ("Certegy") and Netzee, Inc. ("Netzee"), agree as follows:

1. Introduction. Netzee desires to sell certain assets that it uses in connection with its Business, including the Material Business Contracts and the Software. Certegy desires to purchase, and Netzee desires to sell, certain of the assets owned, used or held for use by Netzee in connection with the Business and in connection therewith, Certegy has agreed to assume certain specifically identified liabilities of Netzee relating to the Business, all upon the terms and subject to the conditions set forth in this Agreement.

2. Effective Date. This Agreement is made and entered on and is effective as of December 5, 2002 ("Effective Date").

3. Definitions. When used in this Agreement, the following terms shall have the respective meanings set forth below:

"Accounts Receivable" shall mean all of Netzee's rights in, to and under all purchase orders or receipts for goods or services as maintained in the books and records of Netzee in the ordinary course of business.

"Accounts Receivable Certificate" has the meaning set forth in Subsection 4.3(b).

"Action" means any claim, action, suit or proceeding, arbitral action, governmental inquiry, criminal prosecution or other investigation.

"Affiliate" means, with respect to any Person: (i) any other Person directly or indirectly controlling, controlled by or under common control with, such Person; (ii) any other Person that beneficially owns ten percent (10%) or more of any class of equity securities (including any equity securities issuable upon the exercise of any option or convertible security) of such Person or any of its Affiliates; or (iii) any director, partner, executive officer or manager of such Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

"Agreement" means this Asset Purchase Agreement and all of its schedules and exhibits, as well as the Operative Agreements.

"Alternative Transaction" has the meaning set forth in Subsection 8.1(b).

"Assigned IP" has the meaning set forth in Subsection 4.1(a)(vi).

"Assumed Liabilities" has the meaning set forth in Subsection 4.2(a).

"Balance Sheet" has the meaning set forth in Subsection 6.10.

"Benefit Plan" means any Plan that is sponsored, maintained or contributed to or required to be contributed to by Netzee or to which Netzee is a party, or with respect to which Netzee has any other similar or comparable obligation or liability (fixed, contingent or otherwise), whether written or oral, for the benefit of any Business Employee.

"Bill of Sale and Assignment Agreement" has the meaning set forth in Subsection 9.1(viii).

"Business" means Netzee's full-service Internet banking, online bill payment, cash management and other business lines, including the Material Business Contracts and the Software.

"Business Day" means any day other than Saturday, Sunday or any day on which any U.S. national banking association is required or authorized to be closed.

"Business Employees" has the meaning set forth in Subsection 6.8(b).

"Business Insurance Policies" has the meaning set forth in Subsection 6.15.

"Business Licenses" has the meaning set forth in Subsection 4.1(a)(iii).

"Cash Payment" has the meaning set forth in Subsection 4.3(a).

End of Preview

Home Intelligence Services Subscriptions News About Us