|
|
|
|
Document Preview Asset Purchase Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Asset Purchase Agreement |
|||
|
Entities: |
||||
|
Date: |
2005 |
|||
|
Size: |
Preview shows 41KB of 113KB total |
|||
|
Price: |
$52 |
|||
|
ID: |
#879103 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
| Page | ||
|---|---|---|
ARTICLE I |
PURCHASE AND SALE OF PURCHASED ASSETS | 1 |
| 1.1 | Basic Transaction | 1 |
| 1.2 | Assumed Liabilities | 3 |
| ARTICLE II | BASIC TRANSACTION | 4 |
| 2.1 | Purchase Price | 4 |
| 2.2 | Purchase Price Adjustment | 4 |
| 2.3 | Closing | 8 |
| 2.4 | Allocation of Purchase Price | 8 |
| 2.5 | Closing Deliveries | 8 |
| ARTICLE III | REPRESENTATIONS AND WARRANTIES OF THE COMPANY | 9 |
| 3.1 | Organization and Qualification | 9 |
| 3.2 | Authority | 10 |
| 3.3 | No Violation; Consents | 10 |
| 3.4 | Title to Purchased Assets; Condition of Assets | 11 |
| 3.5 | Broker's Fees | 11 |
| 3.6 | Legal Compliance; Permits | 11 |
| 3.7 | Trade Rights | 11 |
| 3.8 | Tax Matters | 12 |
| 3.9 | Contracts | 12 |
| 3.10 | Trade Accounts Receivable | 13 |
| 3.11 | Inventory | 13 |
| 3.12 | Major Customers and Suppliers | 13 |
| 3.13 | Litigation | 13 |
| 3.14 | Labor Matters | 14 |
| 3.15 | Purchased Assets | 15 |
| 3.16 | Environmental Matters | 15 |
| 3.17 | Insurance | 16 |
| 3.18 | Financial Information | 16 |
| 3.19 | Undisclosed Liabilities | 16 |
| 3.20 | Limitations on Representations and Warranties | 16 |
| ARTICLE IV | REPRESENTATIONS AND WARRANTIES OF BUYER | 17 |
| 4.1 | Organization and Qualification | 17 |
| 4.2 | Authority | 17 |
| 4.3 | No Violation | 17 |
| 4.4 | Finder's Fees | 18 |
| 4.5 | Litigation | 18 |
| 4.6 | Funding | 18 |
| 4.7 | Company Stock | 18 |
-i-
TABLE OF CONTENTS
(Continued)
| Page | ||
|---|---|---|
| ARTICLE V | FURTHER AGREEMENTS | 18 |
| 5.1 | Confidentiality | 18 |
| 5.2 | Public Disclosure | 18 |
| 5.3 | Preservation of Books and Records | 18 |
| 5.4 | Further Actions; Filings | 19 |
| 5.5 | Employees; Employment and Benefit Arrangements | 20 |
| 5.6 | Funding | 21 |
| 5.7 | Assignment of Purchased Contracts | 21 |
| 5.8 | Transition Period | 21 |
| 5.9 | Corporate Name | 21 |
| ARTICLE VI | [INTENTIONALLY LEFT BLANK] | 22 |
| ARTICLE VII | DEFINED TERMS | 22 |
| ARTICLE VIII | INDEMNIFICATION | 25 |
| 8.1 | Company's Indemnity | 25 |
| 8.2 | Buyer's Indemnity | 26 |
| 8.3 | Provisions Regarding Indemnities | 26 |
| ARTICLE IX | CONFIDENTIALITY | 28 |
| 9.1 | Definition of Confidential Information | 28 |
| 9.2 | Use of Confidential Information | 29 |
| 9.3 | Confidentiality | 29 |
| 9.4 | Legal Requirement to Disclose | 29 |
| ARTICLE X | GENERAL PROVISIONS | 30 |
| 10.1 | Notices | 30 |
| 10.2 | Interpretation | 30 |
| 10.3 | Counterparts | 31 |
| 10.4 | Entire Agreement; Nonassignability; Parties in Interest | 31 |
| 10.5 | Expenses | 31 |
| 10.6 | Tax Matters | 31 |
| 10.7 | Amendment | 31 |
| 10.8 | Severability | 31 |
| 10.9 | Remedies Cumulative | 32 |
| 10.10 | Governing Law; Waiver of Jury Trial | 32 |
| 10.11 | Rules of Construction | 32 |
| 10.12 | No Right of Offset | 32 |
| 10.13 | Further Assurances | 32 |
| 10.14 | Deliveries to Buyer | 32 |
| 10.15 | No Third Party Beneficiaries | 32 |
-ii-
| Exhibit A | - Form of Bill of Sale -- Purchased Assets |
| Exhibit B | - Form of Assignment and Assumption Agreement for Assumed Liabilities |
| Exhibit C | - Form of Cranberry Concentrate Supply Agreement |
| Exhibit D | - Form of Transition Services Agreement |
| Exhibit E | - Form of Opinion of Company Counsel |
-iii-
This ASSET PURCHASE AGREEMENT (the Agreement) is made and entered into as of this February 22, 2005, by and between Apple & Eve, LLC, a Delaware limited liability company (Buyer), on the one hand, and Northland Cranberries, Inc., a Wisconsin corporation (the Company) and NCI Foods, LLC, a Wisconsin limited liability company (NCI), on the other hand.
RECITALS
WHEREAS, subject to the terms and conditions set forth herein, Buyer desires to purchase from the Company (subject to the assumption of certain liabilities), and the Company desires to sell to Buyer (subject to the assumption of certain liabilities), certain of the assets of the Company for the consideration set forth herein.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.1. Basic Transaction.
(a) Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, Buyer shall purchase from the Company, and the Company shall sell, convey, assign, transfer and deliver to Buyer on the Closing Date, all of the Companys right, title and interest in and to the following assets, free and clear of all Liens, other than Permitted Liens (the Purchased Assets):
(i) All inventories of raw materials (excluding inventories of fresh cranberries, frozen cranberries and cranberry juice concentrate, but including dried and chocolate-coated cranberries), work-in-process and finished goods held for sale by the Juice Division (excluding all Northland branded finished goods packaged in 64-ounce grip-bottle containers), together with all related labels, bottles and other bottling and packaging materials owned by the Company on the Closing Date and located in the facilities specified in Schedule 1.1(a)(i) (the Inventory);
(ii) All the Companys and NCIs interest in the Trade Rights used or held for use in connection with the business and operation of the Juice Division and set forth on Schedule 1.1(a)(ii)attached hereto (the Juice Division Trade Rights), including without limitation those assignable Trade Rights assigned to Buyer pursuant to the Trademark License Agreement, dated December 29, 1998, by and between the Company and Seneca Foods Corporation (the Seneca License Agreement) and those trademarks held in the name of NCI (the NCI Marks). As used herein, the term Trade Rights shall mean and include, with respect to those items listed on Schedule 1.1(a)(ii): (i) trademark rights, business identifiers, trade dress, service marks, trade names, and brand names; (ii) copyrights and the underlying works of authorship; (iii) patents and all proprietary rights associated therewith; (iv) contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party, to the extent assignable; and (v) all registrations of any of the foregoing, all applications therefor and all goodwill associated with any of the foregoing;
(iii) All Trade Accounts Receivable of the Company related exclusively to the Juice Division;
(iv) the list of those customers of the Juice Division set forth in Schedule 1.1(a)(iv) hereto (the Customer List) and all goodwill associated therewith;
(v) all of the Companys rights in, to and under all contracts, purchase orders and sales orders of the Company pertaining exclusively to the Juice Division, including without limitation the contracts set forth in Schedule 1.1(a)(v) hereto (the Purchased Contracts);
(vi) the personal property set forth on Schedule 1.1(a)(vi) hereto;
|
End of Preview |
Home Intelligence Services Subscriptions News About Us