Asset Purchase Agreement
Category: Asset Purchase
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 13, 2007, is by and among Axsys Technologies IR Systems, Inc., a New York corporation (“Buyer”), Axsys Technologies, Inc., a Delaware corporation and the parent corporation of Buyer (“Axsys”), Cineflex, LLC, a California limited liability company (“Seller”), and Helinet Aviation Services, LLC, a Delaware limited liability company (“Helinet”), John Coyle and Alan D. Purwin (Helinet, Coyle and Purwin, collectively, “Shareholders”). Seller and Shareholders are collectively referred to as “Seller Group”.
RECITALS
WHEREAS, Seller conducts the business of designing, building, marketing and supporting multi-axis gyro-stabilized camera systems (the “Business”);
WHEREAS, Seller desires to sell substantially all of its assets, properties, rights and interests relating to the Business to Buyer; and
WHEREAS, Buyer desires to purchase and acquire from Seller, upon the terms and subject to the conditions set forth herein, substantially all of such assets, properties, rights and interests of Seller relating to the Business, in consideration of certain payments by Buyer and the assumption by Buyer of certain liabilities and obligations of Seller as specifically set forth in this Agreement.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, upon the terms and subject to the conditions set forth herein, the parties hereto hereby agree as follows:
The terms defined in this Article 1, whenever used in this Agreement, shall have the respective meanings indicated below for all purposes of this Agreement.
“Acquired Assets” has the meaning set forth in Section 2.1(a).
“Acquired Intellectual Property” means all Acquired Assets that constitute Intellectual Property owned by or licensed to Seller and used or held for use in connection with the Business, together with all income, royalties, damages and payments due or payable to Seller as of the Closing or thereafter (including damages and payments for past, present or future infringements, misappropriations or other violations thereof) and the rights to sue and collect damages for past, present or future infringements, misappropriations or other violations thereof, and any corresponding, equivalent or counterpart rights, title or interest that now exist or may be secured
hereafter anywhere in the world, and all copies and tangible embodiments of the foregoing, including the Intellectual Property required to be listed on Schedule 4.9(a).
“Action” means any action, suit, claim, demand, charge, inquiry, investigation, arbitration, mediation, or other dispute resolution or proceeding.
“Affiliate” of any Person means any person directly or indirectly controlling, controlled by, or under common control with, any such Person and any officer, director or controlling person of such Person.
“Agreement” has the meaning set forth in the preamble.
“Annual Financial Statements” has the meaning set forth in Section 4.15(a).
“Applicable Rate” means the “Prime Rate” as set forth from time to time in The Wall Street Journal, Eastern Edition, “Money Rates” column (or similar publication if such rate ceases to be published therein) plus 2%.
“Arbitration Firm” has the meaning set forth in Section 2.6(b).
“Assignment of Assumed Contracts” means the Assignment of Assumed Contracts, by and between Seller and Buyer, substantially in the form of Exhibit A.
“Assumed Contracts” has the meaning set forth in Section 4.11.
“Assumed Liabilities” has the meaning set forth in Section 2.3.
“Assumption Agreement” means the Assumption Agreement, by Buyer in favor of Seller, substantially in the form of Exhibit B.
“Axsys” has the meaning set forth in the preamble.
“Bill of Sale and Assignment” means the General Assignment and Bill of Sale, by Seller in favor of Buyer, substantially in the form of Exhibit C.
“Business” has the meaning set forth in the recitals.
“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close.
“Business Revenue” means all of the revenue generated by the Business and recognized as revenue in accordance with GAAP (including all revenue generated from sales by Buyer or any of its Affiliates of multi-axis gyro-stabilized camera systems included in the Business, including such revenue generated by acquired companies or businesses as contemplated by Section 2.6, but excluding all revenue generated from sales of gyro-stabilized pan and tilt camera systems controlled by the APS-50, the APS-100 or any variant thereof; provided, however, that, notwithstanding the foregoing, Business Revenue, as determined for the applicable Earnout Period, shall include revenue in respect of any sales that otherwise would have been included in
===
Click here for the complete Asset Purchase Agreement