Asset Purchase Agreement
Category: Asset Purchase
Asset Purchase Agreement
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2.2 Piggyback Registration. Whenever Buyer proposes to register any of its securities under the Securities Act (other than pursuant to any of the registration rights listed above, or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities, whether or not for sale for its own account, Buyer will include in such registration all Registrable Securities all securities transferred to Seller included in contemplated transaction.
3.1 Operation of Purchased Assets. Between the Effective Date and the Closing Date, Seller shall:
3.1.1 Conduct the Business and operate and maintain the Purchased Assets in the Ordinary Course of Business;
3.1.2 Not sell, lease, or otherwise transfer or dispose of any Purchased Assets, or any interest therein, other than transfers and dispositions made in the Ordinary Course of Business;
3.1.3 Not permit or allow any Purchased Assets to become subject to any additional Lien (other than Permitted Encumbrances);
3.1.4 Maintain the levels of Inventories and supplies in the Business at customary levels; and
3.1.5 Use its Best Efforts to maintain the relations and goodwill with suppliers, customers, and others having business relationships with Seller in connection with the Business.
3.2.1 Schedule 3.2.1 to this Agreement sets forth a complete and accurate list of all Consents to transfer required under (i) all material Contracts (a) to which Seller is a party and which relate to the Business or the ownership, use, or operation of the Purchased Assets, or (b) by which any of the Purchased Assets is bound; and (ii) all material Governmental Authorizations that are held by Seller and relate to the Business or the ownership, use or operation of the Purchased Assets. Buyer and the Seller shall use their respective Best Efforts, each at its own expense, to obtain all such Consents as soon as practicable after the Effective Date. In the event any such Consent is not obtained by the Closing Date, Seller agrees to continue to use its Best Efforts thereafter, in cooperation with Buyer, to obtain such Consent as soon as practicable.
3.2.2 Buyer shall provide all cooperation reasonably requested by Seller in connection with obtaining the Consents described on Schedule 3.2.1, including the provision of any information relating to Buyer that may be requested by the Person from whom any such Consent is required.
3.3 Notification of Certain Events.
3.3.1 By Seller. Between the Effective Date and the Closing Date, Seller shall give prompt notice to Buyer in the event Seller becomes aware of (i) any fact or condition that causes or constitutes a Breach of any representation or warranty of Seller set forth herein as of the Effective Date, (ii) any fact or condition that would cause or constitute a Breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition, (iii) the occurrence of any Breach of any covenant of Seller in this Agreement, or (iv) the occurrence of any event that Seller believes will make the satisfaction of any of the conditions set forth in Section 4 impossible or unlikely. In the event that any fact or condition of the type described in the foregoing clause (i) or (ii) would have required any change in any of the Schedules to this Agreement if such fact or condition had occurred or been known as of the Effective Date, Seller shall promptly deliver to Buyer a supplement to such Schedule specifying the necessary change.
3.3.2 By Buyer. Between the Effective Date and the Closing Date, Buyer shall give prompt notice to Seller in the event Buyer becomes aware of (i) any fact or condition that causes or constitutes a Breach of any representation or warranty of Buyer set forth herein as of the Effective Date, (ii) any fact or condition that would cause or constitute a Breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition, (iii) the occurrence of any Breach of any covenant of Buyer in this Agreement, or (iv) the occurrence of any event that Buyer believes will make the satisfaction of any of the conditions set forth in Section 4 impossible or unlikely. In the event that any fact or condition of the type described in the foregoing clause (i) or (ii) would have required any change in any of the Schedules to this Agreement if such fact or condition had occurred or been known as of the Effective Date, Buyer shall promptly deliver to Seller a supplement to such Schedule specifying the necessary change.
3.3.3 No Effect on Remedies. The delivery of a notice or supplement pursuant to Section 3.3.1 shall have no effect on the remedies of any party hereunder.
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