AssetPurchaseAgreement资产购买合同1doc.docx

1、AssetPurchaseAgreement资产购买合同1docAsset Purchase Agreement资产购买合同 - Seller hereby represents and warrants to Purchaser as follows: 2.1. Corporate Existence. Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Seller has f

2、ull corporate and other power and authority to conduct the Business as and to the extent now conducted by it, and to transfer (pursuant to this Agreement) the Purchased Assets. 2.2. Authority. Seller has full corporate power and authority to execute and deliver this Agreement and the Related Agreeme

3、nts to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate and other acts or proceedings required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and al

4、l transactions contemplated hereby have been duly and properly taken. This Agreement is and the Related Agreements will be duly executed and delivered by the Seller and is and will be the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with their terms

5、. 2.3. Consents and Approvals; No Violation. Except as disclosed on Schedule 2.3 hereto, the execution, delivery and performance by the Seller of this Agreement and the documents and instruments to be executed and delivered by Seller pursuant hereto do not and will not: (a) violate any provision of

6、the Sellers articles of incorporation or bylaws; (b) require any consent, approval, authorization or action by, notice or disclosure to, or filing or registration with, or permit of, any governmental body, agency or official, or court except for the applicable requirements of the HartScottRodino Ant

7、itrust Improvements Act of 1976, as amended (the HSR Act (c) contravene or constitute a default under any indenture, mortgage, lease or other agreement to which the Seller is a party or is bound, or by which any of the properties or assets of the Seller may be bound or affected (other than any conse

8、nts which may be required in connection with the assignment to Purchaser of any Contracts or Commitments) (Schedule 2.3 further sets forth, to the Knowledge of Seller, those written agreements which require the consent of third parties in connection with the assignments thereof to Purchaser); or (d)

9、 result in a violation of any law, statute, ordinance, regulation, judgment, injunction, order, decree or award of any court or governmental authority or body having jurisdiction over the Seller or is bound, or by which any of the properties or assets of the Seller may be bound or affected. 2.4. Leg

10、al Proceedings. Except as disclosed on Schedule 2.4 attached hereto, there are no Orders outstanding against Seller which, individually or in the aggregate, have had or could reasonably be expected to have a material adverse effect on the ability of Seller to consummate the transactions contemplated

11、 by this Agreement. 2.5. Tax Matters. All federal, state, local and foreign income, profits, franchise, sales, use, occupation, property, excise and other taxes (including interest and penalties), if any, which if not paid would result in an Encumbrance (as defined in Section 2.6) against the Purcha

12、sed Assets have been paid through the date of this Agreement or will be paid by Seller, subject to any prorations as contemplated by this Agreement. The Seller (a) has filed all federal, state and local tax returns required by law in the prescribed time and manner, and paid all taxes, assessments an

13、d penalties due and payable (unless reflected on the Audited Closing Balance Sheet); (b) has made all payments required by any governmental program of workers social security or unemployment compensation; (c) has withheld and paid over to the appropriate governmental authority all amounts required b

14、y law to be withheld from the wages or salaries of employees; (d) is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing; and (e) has paid or will pay over to the appropriate governmental authority all sales or use taxes referable to the Sell

15、ers operations due as of the Closing Date, and has made or will make provisions for payment of all such taxes accrued as of such date, but not yet due. There are no claims pending or, to the best knowledge of the Seller, threatened against the Seller for past due taxes, nor are there any outstanding

16、 waivers or agreements by the Seller for the extension of the time for the assessment of any tax. 2.6. Title to Property. Except as set forth in the Schedules and Exhibits hereto, and except for Inventory held on consignment, Seller has good and marketable title to all the Purchased Assets to be tra

17、nsferred to Purchaser under this Agreement, and will at the Closing transfer such properties and assets to Purchaser free and clear of all the following (collectively referred to as Encumbrances ): security interests, liens, pledges, claims, charges, escrows, encumbrances, options, rights of first r

18、efusal, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral, other than this Agreement, except liens for current taxes not yet due and payable and Encumbrances disclosed on Schedule 2.6 ( Permitt

19、ed Encumbrances ). 2.7. Brokers. All negotiations relative to this Agreement and the transactions contemplated hereby and thereby have been carried out by Seller directly with Purchaser without the intervention of any Person on behalf of Seller in such manner as to give rise to any valid claim by an

20、y Person against Purchaser for a finders fee, brokerage commission or similar payment. 2.8. Financial Statement. 2.8.1 Exhibit 2.8 hereto contains the unaudited balance sheet of the Seller as of _(M,D,Y) (the Financial Statement ). The Financial Statement has been prepared in accordance with Sellers

21、 regularly employed accounting practices (which may differ from GAAP) and fairly presents the Sellers financial position on that date in accordance therewith. 2.8.2 The Audited Closing Financial Statements, when delivered, will comply with Section 1.4(b) hereof. 2.9. Contracts and Commitments. Sched

22、ule 1.2(a)(v) hereto contains true, complete and correct lists of all of the Contracts and Commitments, other than purchase orders, quotations, bids or requests for proposals placed by or with the Seller covering the payment or receipt by the Seller each in the amount of _ Dollars ($,_) or less and

23、other than leases of real and personal property wherein the annual rental payable with regard to any such lease is _ Dollars ($,_) or less. To the Knowledge of Seller, all the Contracts and Commitments, including leases of the Real Property, are in full force and effect, have not been amended or mod

24、ified except as set forth in Schedule 1.2(a)(v), have no defaults thereunder nor does there exist any event or condition which, with the giving of notice or the passage of time or both, would constitute a default thereunder. True and correct copies of each of the Contracts and Commitments have been

25、delivered to the Purchaser. 2.10. Real Property. Schedule 1.2(a)(vi) hereto contains a true and complete list of all real property (including the Real Property) that is owned, leased or subleased by the Seller or as to which the Seller has any interest of any kind including, without limitation, all

26、office, manufacturing and warehouse facilities. 2.11. Litigation. Except as disclosed on Schedule 2.11 hereto, Seller has no knowledge of any legal actions, suits, arbitrations, or other legal or administrative proceedings or investigations before any federal, state, municipal or other governmental

27、department, commission, board, bureau, agency or instrumentality, pending or threatened against or otherwise affecting the Seller or involving any respective properties, assets or business of the Seller (including the Purchased Assets). To the Knowledge of Seller, there is no fact or facts existing

28、which might result in, nor is there any basis for, any such action, suit, arbitration, or other proceeding or investigation. Seller is not a party to or subject to any order, writ, injunction, decree, judgment or other restriction of any federal, state, municipal or other governmental department, co

29、mmission, board, bureau, agency, or instrumentality which has or could have an adverse effect on the Business, the Purchased Assets or the Assumed Liabilities or on the Sellers ability to enter into this Agreement or consummate the transactions contemplated hereby. 2.12. Compliance with Laws. To the

30、 Knowledge of Seller, except as disclosed in this Agreement or in any Schedule or Exhibit hereto, and except as to Environmental Laws, the Seller, in all material respects, has complied with and is in compliance with, and has not received notice from any governmental authority, including the Nationa

31、l Highway Traffic Safety Administration, of any violation of, any and all material applicable laws, rules, regulations and ordinances regulating or relating to the Business, the Purchased Assets or the Assumed Liabilities in effect from time to time. To the Knowledge of Seller, all of the Sellers pr

32、oducts are and have been, at the time of sale, in material compliance with all material construction, safety and other standards imposed on the Business by statute, rule or regulation of any governmental authority (federal, state or local) or industry association. 2.13. Inventory. The valuation at w

33、hich the Inventory is carried reflects and will reflect the normal inventory valuation policy of the Seller of stating inventory at the lower of cost (first infirstoutmethod) or market (except as provided in Section 1.4(b)(i)(a) and (b) and its regular costing practices with respect to work in process and finished goods inventory.