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Document Preview Acquisition Agreement |
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Title: |
Acquisition Agreement |
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Entities: |
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Date: |
2003 |
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Size: |
Preview shows 12KB of 49KB total |
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Price: |
$44 |
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ID: |
#826987 |
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ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT (the Agreement) is entered into as of December 30, 2002 by and among Eagle Capital, LLC, a Missouri limited liability company (Purchaser), Marshall & Ilsley Corporation, a Wisconsin corporation (M&I), and Mississippi Valley Capital Company, a Missouri corporation (MVCC), (hereinafter M&I and MVCC are collectively referred to as Seller).
RECITALS
WHEREAS, M&I is (i) the owner of an equity investment in Hillstreet Fund II (the Investment), and (ii) the sole limited partner in and owner of one hundred percent (100%) of the limited partnership interest (Partnership Interest) in Eagle Fund I, L.P., a Missouri limited partnership (Eagle Fund); and
WHEREAS, MVCC is the owner of certain assets, including but not limited to, one hundred percent (100%) of the membership interest (the LLC Interest) in Eagle Fund, L.L.C., a Missouri limited liability company (LLC); and
WHEREAS, Purchaser desires to purchase, and Seller desires to sell the Investment, all of the Partnership Interest and certain assets of MVCC set forth herein, including the LLC Interest, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the terms, conditions and mutual covenants herein contained, it is agreed as follows:
| 1. | PURCHASE AND SALE; CLOSING |
| 1.1 | Purchase and Sale of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser, all of the assets described on Schedule 1.1 attached hereto (the Assets). Notwithstanding anything herein to the contrary, the parties understand and agree that all equity investments or other ownership interests of Eagle Fund in Bakers Footwear Group, Inc., Haystack Toy Company, Physicians Edge, Inc., and Partner Communications & Services, Inc. will be excluded from the sale and will be transferred to M&I in the form of a partnership distribution on or prior to the Closing Date (the Excluded Asset). |
| 1.2 | Excluded Liabilities. Except for the liabilities and obligations specifically listed on Schedule 1.2 attached hereto (the Assumed Liabilities), it is expressly understood that Purchaser shall not assume, pay or be liable for any liability or obligation of Seller, Eagle Fund or LLC of any kind or nature at any time existing or asserted, whether, known, unknown, fixed, contingent or otherwise, including, but not limited to responsibilities and obligations of MVCC under written commitments to Thompson Street Capital Management LLC and Mortgage Acquisition Partners. |
| 1.3 | Purchase Price. The purchase price for the Assets will be equal to the aggregate book value of the Assets as set forth on Schedule 1.3 attached hereto (the Purchase Price). The Purchase Price paid at Closing will be increased for any accrued and unpaid interest for the Assets from November 30, 2002 through the Closing Date or decreased for any accrued interest that is distributed prior to Closing. |
| 1.4 |
Closing. Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 8.1, and subject to the satisfaction or waiver |
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of the conditions set forth in Article 6, the purchase and sale of the Assets (the Closing) will take place at 10:00 a.m. local time on January 15, 2003 or, if later, the second business day immediately following the date on which the last of the conditions set forth in Article 6 hereof is satisfied or waived (the Closing Date), at the offices of M&I, or at such other place and time as the parties shall agree. |
| 1.5 | Closing Obligations. At the Closing: |
| (a) | Seller will deliver to Purchaser: |
| (i) | a Bill of Sale, Assignment and Assumption Agreement, in the form attached hereto as Exhibit A; |
| (ii) | evidence that MVCC has changed its name (or the fully executed documentation required to change its name); and |
| (iii) | a certificate executed by Seller representing and warranting to Purchaser that (1) Seller has satisfied the conditions set forth in Section 6.2(a), and (2) Seller has performed in all material respects each of the obligations under this Agreement required to be performed by it at or prior to the Closing Date. |
| (b) | Purchaser will deliver to Seller: |
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