19 INFORMATION AND FURTHER ASSURANCE 19.1 Except as required by law or any regulatory body, the Sellers and the Buyer shall keep confidential this Agreement and its terms and conditions and shall not disclose the same to any third party without the prior written consent of the other party. 19.2 The Sellers shall use all [...]
AGREEMENT REGARDING DISTRIBUTION OF ASSETS THIS AGREEMENT REGARDING DISTRIBUTION OF ASSETS (this “Agreement”) is made as of September 4, 2007, by and between United Country Brands, LLC (“UCB”), its parent organization, CHS Inc. (“CHS”) and Winfield Solutions, LLC (“WS”), and its parent organization, Land O’Lakes, Inc. (“LOL”). *** II. GENERAL OVERVIEW OF DISTRIBUTION PROCESS To [...]
ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT, dated as of June 6, 2006, is made by and between CirTran Corporation, a Nevada corporation, and/or its designee (collectively, “Purchaser”), and Advanced Beauty Solutions, LLC, a California limited liability company (“Seller”), as debtor and debtor-in-possession in the chapter 11 case (the “Bankruptcy Case”) pending in the United [...]
ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 12, 2007 (the “Agreement”), among ROO HD, Inc., a New York corporation (the “Purchaser”), Wurld Media, Inc., a Delaware corporation (the “Seller”), Greg Kerber (“Kerber”), and Kirk Feathers (“Feathers,” with Feathers and Kerber together being referred to as the “Owners”). W I T N E [...]
(d) If Purchaser does not exercise its right to terminate this Agreement pursuant to Section 4(d), then prior to the expiration of the Due Diligence Period, Purchaser shall deposit with Escrow Holder a final earnest money deposit of Three Hundred Thousand Dollars ($300,000.00) (the “Final Deposit” and, together with the Initial Deposit, the First $50,000 [...]
Asset Purchase Agreement *** 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 [...]
ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2007, is entered into by and among IMAR Group, Inc. (“Seller”), a wholly-owned subsidiary of Challenger Powerboats, Inc., a Nevada corporation and Execute Sports Inc., a Nevada corporation ( “Buyer”). R E C I T A L S: WHEREAS, Seller [...]
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, [...]
ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (“Agreement”) is dated as of January 11, 2007 (“Effective Date”), between Napster, LLC, a Delaware limited liability company with principal offices located at 9044 Melrose Avenue, Los Angeles, California 90069 (“Buyer”), AOL LLC (for certain limited purposes under Section 12.5, Article 14, Article 15, and Article 16 below), [...]
ASSET PURCHASE AGREEMENT *** ARTICLE I DEFINITIONS Section 1.1 Certain Defined Terms. For purposes of this Agreement: “Accounting Principles” means the accounting principles, policies and practices set forth in Schedule 1.1(a) of the Disclosure Schedules. “Action” means any claim, action, suit or complaint, arbitration or proceeding by or before any Governmental Authority. “Affiliate” means, with [...]
PURCHASE AGREEMENT *** ARTICLE I PURCHASE AND SALE OF ASSETS Section 1.1 Purchase and Sale of Assets. (a) Acquired Assets. Subject to the terms of this Agreement, at the Closing, Seller agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, free and clear of [...]
STOCK and ASSET PURCHASE AGREEMENT STOCK and ASSET PURCHASE AGREEMENT, dated as of August 3, 2007, among, Eaton Power Solutions SAS, a company organized and existing in accordance with the laws of France, having its principal place of business at Route de Grivery Zac des Delaches, 91940 Gometz Le Chatel, registered with the Commerce and [...]
ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (“Agreement”) is entered into this 13th day of August, 2007, by and between Wave Wireless Corporation, a Delaware corporation (“Seller”), and BB Test Solutions, Inc., a Florida Corporation (“Buyer”). RECITALS WHEREAS, Seller is currently in the business of marketing and selling the SPEEDLAN product line, consisting of certain [...]
ASSET PURCHASE AGREEMENT – BY AND BETWEEN – INTERPLAY ENTERTAINMENT CORP. – AND – BETHESDA SOFTWORKS LLC DATED AS OF APRIL 4, 2007 <PAGE> ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “AGREEMENT”) is entered into as of April 4, 2007 (the “EFFECTIVE Date”) between BETHESDA SOFTWORKS LLC, a Delaware limited liability company (the “PURCHASER”), [...]