ASSET PURCHASE AGREEMENT
THIS AGREEMENT is entered into this 7th day of September,
2000, by and between Xxxx Xxxxxx Optical Co., Inc., a
Pennsylvania corporation (hereinafter called "Seller"), and 21st
Century Technologies, Inc., a Texas corporation (hereinafter
called "Buyer").
RECITALS:
WHEREAS, Seller is the owner of an optical business (the
"Business") located in office space at 000-000 Xxxx Xxxxxx, Xxxx,
Xxxxxxxxxxxx, 00000 (the "Office"), and desires to sell
substantially all of the assets of the Business specified below;
and
WHEREAS, Buyer desires to purchase substantially all of the
assets of the Business 'from Seller and to purchase the building
and land in and on which the Business is operated (the
"Building").
NOW, THEREFORE, Buyer and Seller, intending to be legally bound,
agree as follows:
ARTICLE ONE
PURCHASE AND SALE
Section 1.1 Assets to be Purchased. At the closing on the Closing
Date provided for in Article Four of this Agreement (the "Closing"),
Seller will sell and deliver to Buyer, and Buyer will purchase from
Seller, all of the assets of the Business (the "Assets"), except those
assets listed on Schedule 1.1 attached hereto.
Section 1.2 Liabilities Not Included. As a result of the
consummation of the transactions described herein, Buyer shall not
assume or become liable or obligated for any liabilities or
obligations of Seller with the exception of the existing trailer
leases between Seller and PMF Rentals, which leases are attached
hereto as Schedule 1.2. Seller shall be responsible for all
obligations under such leases through August 31, 2000.
Section 1.3 Purchase of Building. As a condition to Seller's
obligations under this Asset Purchase Agreement, Buyer shall
purchase, from the Estate of Xxxx Xxxxxx, the Building for a purchase
price of Three Hundred Thousand and 00/100 Dollars ($300,000) to be
paid at Closing. The agreement to purchase the Building (the "Real
Estate Purchase Agreement") will be in substantially the form of
Exhibit A, attached hereto.
Section 1.4 Consulting Agreement with Xxx. Xxxxx X. Xxxxxx. As a
condition to Seller's obligations under this Asset Purchase Agreement,
Buyer shall enter into a Consulting Agreement with Xxxxx X. Xxxxxx
under which Buyer shall pay to Xxx. Xxxxxx the sum of Eight and 50/100
Dollars ($8.50) per hour for any period of time Buyer consults with
Xxx. Xxxxxx following the Closing, as reasonably requested by Buyer.
Buyer shall be under no obligation to consult with Xxx. Xxxxxx for any
minimum amount of time, and in no event shall Xxx. Xxxxxx be required
to consult in excess of forty (40) hours per month.
Section 1.5 Use of Name. Buyer shall not conduct business under
the name Xxxx Xxxxxx Optical Co. or any variation thereof, except as
specifically noted in this Section 1.5. Buyer may use the name "Unertl
Optical Company" (or any name except "Xxxx Xxxxxx Optical Co." which
incorporates the name "Unertl") in conjunction with Buyer's operation
of its optical business following the Closing; provided, however, that
Buyer identifies its business as being the "successor to" Xxxx Xxxxxx
Optical Co. Buyer shall not otherwise use the name "Xxxx Xxxxxx
Optical Co."
ARTICLE TWO
CONSIDERATION
Section 2.1 Purchase Price. The purchase price (the "Purchase
Price'~) for the Assets shall be Two Hundred Fifty Thousand and 00/100
Dollars ($250,000).
Section 2.2 Allocation of Purchase Price. The Purchase Price
shall be allocated as follows:
Inventory $120,000
Equipment $120,000
Office Furniture, Fixtures and Equipment $ 5,000
Goodwill $ 5,000
The parties agree to utilize the foregoing allocation for purposes of
filing all federal and state income tax returns required by them.
Section 2.3 Method of Payment. The Purchase Price shall be paid
in cash or immediately available funds at Closing.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of Seller. Seller
hereby warrants and represents to Buyer that:
a. Seller is a corporation duly organized, validly existing and in
good
standing under the laws of the Commonwealth of Pennsylvania.
b. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action of Seller and its
shareholders.
c. Seller has full power and authority to enter into this Agreement
and to consummate the transactions contemplated hereunder.
d. Seller has good and marketable title to all the Assets, free and
clear of all liens, security interests, charges and encumbrances.
Section 3.2 Representations and Warranties of Buyer. Buyer hereby
represents and warrants to Seller that:
a. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby constitute the valid and
legally binding obligation of Buyer, enforceable in accordance with
the terms hereof, except as limited by bankruptcy, reorganization or
similar laws affecting creditors' rights generally.
b. No litigation or proceeding is pending or threatened against
Buyer that might affect the consummation of the transactions
contemplated hereunder.
c. Buyer acknowledges that Buyer is purchasing the Assets in "as is"
condition.
Section 3.3 Survival of Representations and Warranties. All of
the foregoing representations and warranties of the parties shall be
and remain true and correct on and as of the Closing Date, and shall
survive the Closing for a period of two (2) years.
ARTICLE FOUR
CLOSING
Section 4.1 Closing Date. The Closing will be held, and title to
the Assets will be transferred to Buyer, as provided in this Agreement
on or before September 10, 2000 at the Office, unless some other time
and/or place is selected by the mutual agreement of the parties. At
the time of Closing, Seller will execute and deliver to Buyer a Xxxx
of Sale for the Assets, in the form attached hereto as Exhibit B.
ARTICLE FIVE
INDEMNITY
Section 5.1 Buyer's Indemnification. Buyer will indemnify Seller
for, and will hold Seller harmless from and will pay when due, any and
all claims, costs, damages, liabilities and expenses of any kind
whatsoever which may be asserted against or imposed on Seller at any
time, and which are based upon (a) the ownership or operation of the
Assets on or after the Closing Date, or (b) the inaccuracy of any
representation or warranty of Buyer contained herein.
Section 5.2 Seller's Indemnification. Seller will indemnify Buyer
for, and will hold Buyer harmless from and will pay when due, any and
all claims, costs, damages, liabilities and expenses of any kind
whatsoever which may be asserted against or imposed on Buyer at any
time and which are based upon (a) the ownership or operation of the
Assets up to the day preceding the Closing Date, or (b) the inaccuracy
of any representation or warranty of Seller contained herein.
ARTICLE SIX
MISCELLANEOUS
Section 6.1 Notices. All notices or other communications given
pursuant to this Agreement will be deemed sufficiently given if they
are in writing and are personally delivered or are properly sent by
registered or certified mail, postage prepaid, or by express courier,
to the respective parties at the addresses set forth below, or to such
other address as the parties may designate by such notice at any time
hereafter:
If to Seller: Xxxx Xxxxxx Optical Co., Inc.
X.X. Xxx 000
Xxxx,XX 00000-0000
If to Buyer: 21st Century Technologies, Inc.
0000 X. Xxxx 000 X.
Xxxx Xxxxx, XX 00000
Section 6.2 Benefits and Obligations. This Agreement shall be
binding upon and inure to the benefit of the parties hereto, as well
as their respective heirs, successors and assigns.
Section 6.3 Applicable Law. This Agreement will be construed and
enforced in accordance with the laws of the Commonwealth of
Pennsylvania.
Section 6.4 Counterparts. This Agreement may be executed in more
than one counterpart, each of which shall be an original document.
Section 6.5 Entire Agreement. This Agreement and its schedules
and exhibits constitute the entire agreement between the parties with
respect to the subject matter hereof and terminates and supersedes all
previous agreements, whether oral or written, relating to the same
subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
WITNESS: /s/ Xxxxx X. Xxxx
SELLER:
XXXX XXXXXX OPTICAL CO., INC.
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, President and Sole
Shareholder
ATTEST://s/ Xxxxxx X. Xxxxxx BUYER:
21st CENTURY TECHNOLOGIES, INC.
By/s/ Xxx Xxxxxx
Its President
LIST OF EXCLUDED ASSETS
Personal Articles
1 Bench Lathe
2. Speed Lathe
3. Pedestal Drill Press
4. Milling Machine
5. Oversized target scope
308 Clay House
Night stand and console television
Office
1. Safe and mat in front of safe
2. Refrigerator
3. Copy machine
Miscellaneous
Delta tabletop drill press
Laser Photonics stock
Cash
Accounts receivable
