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Title: |
Asset Purchase Agreement |
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Entities: |
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Date: |
2000 |
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Size: |
Preview shows 11KB of 134KB total |
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Price: |
$55 |
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ID: |
#886632 |
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ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as
of the 30th day of November, 2000 by and among LEATHER TAN ACQUISITION, INC., a
Texas corporation, or its assigns ("Purchaser") and TLC DIRECT, INC., a Texas
corporation, and TANDY LEATHER DEALER, INC., a Texas corporation, (both TLC
Direct, Inc. and Tandy Leather Dealer, Inc. shall be referred to as "Sellers").
Tandycrafts, Inc. signs this Agreement only to indicate its agreement to
Sections 1.7, 6.1(B and C) and 8.13 of this Agreement and The Leather Factory,
Inc. signs this Agreement only to indicate its agreement to Section 8.12 of this
Agreement. Nevertheless, Tandycrafts, Inc. and The Leather Factory, Inc. are not
parties to the Agreement or to any other Section of this Agreement and are not
liable thereunder, except for such Sections, in any other form or manner.
RECITALS:
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Sellers desire to sell to Purchaser and Purchaser desires to purchase
from Sellers substantially all of the assets and assume certain of the
liabilities of the Sellers in return for the purchase price set out hereinafter.
Sellers acknowledge that Purchaser is relying on the representations,
warranties, and covenants made herein by Sellers in pursuing financing for the
transaction contemplated herein.
AGREEMENT
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NOW, THEREFORE, in consideration of the premises, the foregoing
recitals and the mutual covenants contained herein, and for other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
SALE OF ASSETS
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1.1 Acquired Assets. On and subject to the terms of this Agreement,
Purchaser agrees to purchase from Sellers and Sellers agree to sell,
transfer, convey and deliver to the Purchaser, all of the Acquired
Assets owned by Sellers and used by Sellers in the conduct of Tandy
Leather's leathercraft business as conducted by Tandy Leather Company
and its successors, at the closing for the consideration specified
below. "Acquired Assets" shall mean all of Sellers' right, title and
interest in and to all of the assets of the Sellers, except the
Excluded Assets, including, but not limited to:
(a) all tangible and personal property, such as
machinery, equipment, all materials and supplies,
inventory, trade booth inventory, catalog inventory,
fixtures, manufactured and purchased parts, goods in
process and finished goods, furniture, including but
not limited to the A Brandt Ranch Oak furniture used
by D. L. Tandy, Charles Tandy, and J. L. West,
automobiles, trucks, trailers, tools, racks, jigs,
and dyes;
<PAGE>
(b) intellectual property and goodwill associated
therewith, intangibles, trade, business name,
goodwill, licenses, sub-licenses, and operating
agreements granted and obtained with respect thereto
and rights thereunder, remedies against infringements
thereof and rights to protection of interest therein
under the laws of all jurisdictions;
(c) Sellers' rights to the names "Tandy Leather", "Tandy
Leather Company", "Tandy Leather Dealer, Inc.", and
"TLC Direct, Inc.";
(d) Sellers' rights to all of Sellers' patents,
trademarks, and copyrights, including those to be
transferred to Sellers from TAC Holdings, Inc.
immediately prior to this transaction, registered or
unregistered, including, but not limited to, the
lists of patents and trademarks attached as Exhibit
"A" and the list of copyrights attached as Exhibit
"B";
(e) leases, subleases, and rights thereunder listed on
attached Exhibit "C";
(f) contracts, indentures, agreements, mortgages,
instruments of indebtedness, security interests,
guarantees, royalty agreements, dealer contracts,
other similar agreements and rights thereunder listed
on attached Exhibit "D";
(g) accounts, notes, other receivables, including any
uncollected claims listed on attached Exhibit "E";
(h) claims, deposits, prepayments, refunds, causes of
action, choses in action, rights of recovery, rights
of setoff, rights of recoupment (including items
relating to the payment of taxes), franchises,
approvals, permits, licenses, orders, registrations,
certificates, variances, and similar rights obtained
from governments and governmental agencies,
(i) copies of books, records, ledgers, files, documents,
correspondence, lists, plats, architectural plans,
drawings and specifications, creative materials,
advertising and promotional materials, studies,
reports and other printed or written materials;
(j) any non-local phone numbers owned by the Sellers;
(k) Sellers' rights to all of Sellers' Internet Domain
names and all rights related to said Internet Domain
names, including but not limited to tandyleather.com,
camptandy.com, leather-e.com,
tandyleatherandcrafts.com, tlcdirect.net,
tandyleatherdealer.com, craftyourworld.com, web
sites, registrations, administrative and technical
rights to all Domain Names, passwords, codes, and any
shopping cart software rights;
<PAGE>
(l) all original leathercraft art owned by Sellers
whether said art is in possession of Sellers or on
loan to others, including, but not limited to any
leathercraft art owned by Sellers which is on loan to
the King Museum in Sheridan, Wyoming, and whether by
Al Stohlman, Silva Fox, Al Shelton, Ken Griffin, Lad
Haverty, Cliff Ketchum, Christine Stanley, or other
artists, a list of which leathercraft art is attached
hereto as Exhibit "G"; and all rights with respect to
said original leathercraft art; provided, however,
that Purchaser agrees to assume and abide by
agreements related to said leathercraft art,
including the Tandy Leather Company or Tandycrafts,
Inc.'s, dba Tandy Leather Company, agreement with Al
and Ann Stohlman dated February 3, 1998;
(m) mailing lists (provided that Purchaser abides by
Sellers' privacy policies), publications, books,
pamphlets, catalogs, films, videos, magazines, doodle
page books/pattern packs, patterns, student manuals,
teacher's guides, visual aids, posters and other
visual aids, and flyers;
(n) the leathercraft art that was formerly contained in
the Ann and Al Stohlman museum and, to the extent
that such items exist, all inventory, equipment,
furniture, fixtures and supplies of said museum;
(o) Sellers' rights to all of Sellers' computer hardware
and software, including but not limited to: "Slammin"
server and its software, including NT and Site Link
Software, "Tcrafts 2" server and its software
including NT and MOM software and any other hardware
and software listed on Sellers' books.
1.2 Excluded Assets. The Acquired Assets shall not include any rights or
assets in regard to Sellers' employee benefit or retirement plans,
Sellers' corporate charters, minute books, stock transfer books, stock
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