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Title: |
Asset Purchase Agreement |
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Entities: |
Advest, Inc.; Deutsche Bank Trust Company Americas; Legg Mason, Inc.; Wilmer, Cutler & Pickering |
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Date: |
2005 |
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Size: |
Preview shows 60KB of 169KB total |
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Price: |
$65 |
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ID: |
#860519 |
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Start of Preview |
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ASSET PURCHASE AGREEMENT
between
LEGG MASON INVESTMENT COUNSEL, LLC,
LEGG MASON, INC.
and
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
Dated as of November 12, 2004
Table of Contents
ARTICLE I
CERTAIN DEFINITIONS
1.1
Certain Definitions
1
1.2
Interpretation
9
ARTICLE II
ASSET PURCHASE
2.1
Purchase and Sale of Acquired Assets
10
2.2
Closing and Post-Closing Payments
15
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
3.1
Organization and Qualification
16
3.2
Authorization and Validity of Agreement
17
3.3
Consents
17
3.4
No Conflicts
17
3.5
Client Contracts
18
3.6
Business Financial Statements
19
3.7
Compliance
20
3.8
Legal Proceedings
21
3.9
Employees; Employee Benefit Plans
22
3.10
Absence of Certain Changes
23
3.11
Brokers and Finders Fees
23
3.12
Tax Matters
23
3.13
Agreements, Contracts and Commitments
24
3.14
Ownership of Assets
24
3.15
Exclusivity of Representations
24
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND GUARANTOR
4.1
Corporate Organization
25
4.2
Authorization and Validity of Agreement
25
4.3
Consents
26
4.4
No Conflicts
26
4.5
Agreements with Governmental Entities and Regulatory Agencies
26
4.6
Legal Proceedings
27
4.7
Investment Advisory Activities
27
i
TABLE OF CONTENTS
(continued)
4.8
Financing
27
4.9
Brokers and Finders Fees
27
4.10
Acknowledgement of Limitations of Warranties
27
ARTICLE V
COVENANTS OF THE PARTIES
5.1
Activity in the Ordinary Course
28
5.2
Access and Confidentiality
29
5.3
Regulatory Matters
29
5.4
Consents
30
5.5
Post-Closing Receipts; No Further Fees to Clients
31
5.6
Employees; Employee Benefits
31
5.7
Non-solicitation of Employees
34
5.8
Non-solicitation of Clients
34
5.9
Prohibition on Solicitation of Other Acquisition Offers
35
5.10
Further Assurances
35
5.11
Notification of Certain Matters
35
5.12
Financial Reports
36
5.13
Public Announcements
36
5.14
Form ADV
36
5.15
DB Services
36
5.16
Access to Account Documentation
36
5.17
Tax Matters
37
5.18
Bulk Sales
38
5.19
Maintenance of Business
38
5.20
Sellers Payment of Retention Payments
38
5.21
Key Man Life Insurance
38
5.22
Appointment of Expert
38
5.23
Adviser Files
38
ARTICLE VI
CONDITIONS TO CLOSING
6.1
Conditions to Obligations of Purchaser
39
6.2
Conditions to Obligations of Seller
40
ii
TABLE OF CONTENTS
(continued)
ARTICLE VII
TERMINATION
7.1
Termination
42
7.2
Effect of Termination
42
ARTICLE VIII
GUARANTEE
8.1
Guarantee
43
8.2
Miscellaneous
44
ARTICLE IX
INDEMNIFICATION
9.1
Indemnification
44
ARTICLE X
MISCELLANEOUS
10.1
Assignment
48
10.2
Binding Effect
48
10.3
Notices
48
10.4
Incorporation
49
10.5
Governing Law
49
10.6
Consent to Jurisdiction
49
10.7
Waiver of Jury Trial
49
10.8
Entire Agreement; Amendment
50
10.9
Counterparts
50
10.10
Waiver
50
10.11
Expenses
50
10.12
Third Party Beneficiaries
50
10.13
Severability
50
10.14
Specific Performance
50
10.15
Good Faith
51
iii
TABLE OF CONTENTS
(continued)
EXHIBITS
Exhibit A
Form of Commingled Trust Letter
Exhibit B
Form of Custody Fee Letter
Exhibit C
Form of Subadvisory Agreement
Exhibit D
Form of Transitional Services Agreement
Exhibit E
Form of Notice and Consent to Clients
Exhibit F
Form of Notice and Consent to Intermediaries
SCHEDULES
Schedule 1.1(a)
Employees
Schedule 1.1(b)
Intermediary Contracts
Schedule 1.1(c)
Investment Advisers
Schedule 1.1(d)
Purchaser RRR
Schedule 2.1(f)
Purchase Price Allocation
Schedule 5.21
Insurance Premium Standard Rates
SELLER DISCLOSURE SCHEDULE
Section 3.3
Seller Approvals
Section 3.5(a)
Clients and Investment Accounts
Section 3.5(c)
Client Contract Payment Delinquencies
Section 3.5(d)
ERISA Clients
Section 3.5(e)
Notices from Clients
Section 3.5(f)
Terminations or Reductions in Services by Clients
Section 3.5(i)
Registrations
Section 3.7(e)
Broker-Dealer Eligibility
Section 3.8
Litigation
Section 3.9
Employees; Employee Benefit Plans
Section 3.10
Certain Changes
PURCHASER DISCLOSURE SCHEDULE
Section 4.3
Purchaser Approvals
Section 4.7
Investigations
iv
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this Agreement), dated as of November 12, 2004, is between Legg Mason Investment Counsel, LLC, a Maryland limited liability company (Purchaser), Legg Mason, Inc., a Maryland corporation, as guarantor (Guarantor), and Deutsche Investment Management Americas Inc., a Delaware corporation (Seller).
RECITALS
WHEREAS, Seller owns and operates a private client investment management business known as Scudder Private Investment Counsel through several offices located in the United States of America;
WHEREAS, the Chicago, Cincinnati, New York and Philadelphia offices of Scudder Private Investment Counsel provide investment management and advisory services to the Clients (as defined below) (the business of providing such services to the Clients by the Investment Advisers (as defined below) in such offices, as conducted by Seller, the Business);
WHEREAS, Purchaser desires to purchase and operate, and Seller desires to sell, the Business;
WHEREAS, the Acquired Assets (as defined below) are used by Seller in connection with the operation of the Business; and
WHEREAS, each of Purchaser and Seller has determined to enter into this Agreement pursuant to which Purchaser has agreed to purchase from Seller, and Seller has agreed to sell to Purchaser, the Acquired Assets, on the terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and intending to be legally bound hereby, the parties hereto agree as follows:
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