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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

University of Virginia; ShawPittman LLP

Date:

2001

Size:

Preview shows 37KB of 120KB total

Price:

$60

ID:

#861043

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APPENDIX A

ASSET PURCHASE AGREEMENT

Between

CERNER CORPORATION

and

APACHE MEDICAL SYSTEMS, INC.

April 7, 2001

________________________________________________________________________________

TABLE OF CONTENTS


		Page

ARTICLE I PURCHASE AND SALE OF ASSETS			1




	1.1 Sale of Purchased Assets		1




	1.2 Excluded Assets		2




ARTICLE II PURCHASE PRICE AND ASSUMED OBLIGATIONS			2




	2.1 Purchase Price		2




	2.2 Post-Closing Adjustment		2




	2.3 Allocation of Purchase Price		3




	2.4 Assumption of Liabilities		3




	2.5 Excluded Liabilities		3




ARTICLE III REPRESENTATIONS AND WARRANTIES			4




	3.1 Representations and Warranties of Seller		4




	3.2 Representations and Warranties of Buyer		11




ARTICLE IV RIGHTS AND OBLIGATIONS PENDING THE CLOSING			12




	4.1 Access to Property and Information		12




	4.2 Ordinary Course of Business		12




	4.3 No Solicitation		13




	4.4 Consents of Third Parties		13




	4.5 Information		14




	4.6 Further Assurances		14




	4.7 Compliance; Commercially Reasonable Efforts		14




	4.8 Notice of Breach		14




	4.9 Delivery of Corporate Documents and Keys		14




	4.10 Monthly Financial Statements		14




	4.11 No Action		15




ARTICLE V ADDITIONAL AGREEMENTS			15




	5.1 Access to Records		15




	5.2 Covenant Not to Compete		15




	5.3 Post-Closing Remissions		16




	5.4 Change of Corporate Name		16




	5.5 Brokers or Finders		16




	5.6 Restricted Agreements		16




	5.7 Transition Services		16




	5.8 Tax Information and Assistance		16




ARTICLE VI CONDITIONS PRECEDENT			17




	6.1 Conditions of Obligations of All Parties		17




	6.2 Conditions of Obligations of Buyer		17




	6.3 Conditions of Obligations of Seller		18




ARTICLE VII TERMINATION PRIOR TO CLOSING DATE			19




	7.1 Termination		19




	7.2 Effect of Termination		19




ARTICLE VIII THE CLOSING			19




	8.1 Closing Date and Location		19




	8.2 Deliveries by Seller		19




	8.3 Deliveries by Buyer		20


		Page

ARTICLE IX INDEMNIFICATION AND PROCEDURES			20




	9.1 Indemnification by Seller		20




	9.2 Indemnification by Buyer		20




	9.3 Resolution of Claims		21




	9.4 Indemnification Basket		21




	9.5 Indemnity Payments		21




	9.6 Payment		21




ARTICLE X GENERAL PROVISIONS			21




	10.1 Notices		21




	10.2 Interpretation		22




	10.3 Survival		22




	10.4 Counterparts		22




	10.5 Entire Agreement; No Third Party Beneficiaries		22




	10.6 Governing Law		23




	10.7 No Remedy in Certain Circumstances		23




	10.8 Assignment		23




	10.9 Amendment		23




	10.10 Waiver		23




	10.11 Confidentiality		23




	10.12 Publicity		23




	10.13 Dispute Resolution		23




ARTICLE XI DEFINITIONS			24




	11.1 Definitions		24




EXHIBITS:
	Exhibit A Employment Agreement
	Exhibit B Employment Agreement (Violet Shaffer)
	Exhibit C Opinion of Counsel

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT dated as of April 7, 2001 (the Agreement), by and between CERNER CORPORATION, a Delaware corporation (Buyer), and APACHE MEDICAL SYSTEMS, INC., a Delaware corporation (Seller).

WHEREAS, Buyer and Seller each have determined that it is in the best interests of their respective shareholders for Buyer to purchase and assume certain assets and liabilities of Seller on the terms and subject to the conditions of this Agreement (the Acquisition);

WHEREAS, Seller is engaged in the business of providing (a) clinically based decision support information systems consisting of patient-specific, concurrent and predictive outcomes information at the point of care that can be used to assist in making clinical and resource utilization decisions and related research and consulting services and (b) data collection and reporting of clinical data for HIV/ AIDS patients, in each case to the healthcare industry (the Business); and

WHEREAS, Seller has recently elected to engage in the business of medical coding products and services to the healthcare industry (the New Business); and

WHEREAS, Buyer and Seller desire to make certain representations, warranties, covenants and agreements in connection with the Acquisition and also to prescribe various conditions to the Acquisition;

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

1.1 Sale of Purchased Assets. On the terms and subject to the conditions contained in this Agreement, at the Closing, Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase, receive and accept from Seller, as they exist on the Closing Date, the Business, the goodwill of Seller relating to the Business and the assets and properties owned or leased by Seller, including without limitation the following, other than the Excluded Assets (collectively, Purchased Assets):

      (a) All accounts and contracts receivable together with the related reserve for bad debt (except Accounts Receivable that are not Current as of the Closing Date and the related reserve for bad debt shall be Excluded Assets), all proceeds from insurance claims and prepaid expenses, other prepaid items and other similar assets relating to the operation of the Business (including any refunds derived from or related to any such prepaid items);

      (b) All right, title and interest of Seller in and to any tangible personal property, machinery, equipment, tools, computers, computer peripherals, furniture and fixtures;

      (c) All right, title and interest of Seller, as lessee, in and to any leased personal property;

      (d) All right, title and interest of Seller in and to any of the Intellectual Property Assets;

      (e) Except with respect to the Excluded Contracts, all of the right, title and interest of Seller in and to all uncompleted portions of Contracts as existing on the Closing Date as any of the foregoing may be amended in the Ordinary Course of Business between the date hereof and the Closing Date;

      (f) All of the right, title and interest of Seller in and to all uncompleted portions of Customer Contracts and other agreements and arrangements with its suppliers and customers, as well as any and all lists which Seller may have available of customers or potential customers of services or products;

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	(a) All accounts and contracts receivable together with the related reserve for bad debt (except Accounts Receivable that are not Current as of the Closing Date and the related reserve for bad debt shall be Excluded Assets), all proceeds from insurance claims and prepaid expenses, other prepaid items and other similar assets relating to the operation of the Business (including any refunds derived from or related to any such prepaid items);

	(b) All right, title and interest of Seller in and to any tangible personal property, machinery, equipment, tools, computers, computer peripherals, furniture and fixtures;

	(c) All right, title and interest of Seller, as lessee, in and to any leased personal property;

	(d) All right, title and interest of Seller in and to any of the Intellectual Property Assets;

	(e) Except with respect to the Excluded Contracts, all of the right, title and interest of Seller in and to all uncompleted portions of Contracts as existing on the Closing Date as any of the foregoing may be amended in the Ordinary Course of Business between the date hereof and the Closing Date;

	(f) All of the right, title and interest of Seller in and to all uncompleted portions of Customer Contracts and other agreements and arrangements with its suppliers and customers, as well as any and all lists which Seller may have available of customers or potential customers of services or products;