1
EXHIBIT 2.3
VERSO TECHNOLOGIES, INC.
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXX, XXXXXXX 00000
November 22, 2000
AremisSoft Corporation
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxx Xxxxxx 00000
RE: AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS, DATED SEPTEMBER
28, 2000 (THE "AGREEMENT"), BY AND AMONG AREMISSOFT
CORPORATION ("PURCHASER"), VERSO TECHNOLOGIES, INC. (FORMERLY,
ELTRAX SYSTEMS, INC.) ("VERSO") AND ELTRAX HOSPITALITY GROUP,
INC. ("EHGI"), AND LETTER AGREEMENT, DATED OCTOBER 18, 2000,
BY AND BETWEEN PURCHASER AND VERSO (THE "LETTER AGREEMENT")
Gentlemen:
With reference to the Agreement and the Letter Agreement, this letter
will confirm and memorialize our additional agreements with respect to the
closing of the Related Transactions. Capitalized terms used but not defined
herein shall have the respective meanings given to them in the Agreement and the
Letter Agreement.
1. Verso hereby agrees to pay all legal fees (and related legal
expenses) incurred by the Affiliated Sellers in connection with the Related
Transactions. In connection therewith, Verso agrees to reimburse Purchaser the
legal fees set forth on Attachment A hereto promptly after Purchaser's execution
of this letter. Such amounts will be paid to Purchaser in US dollars at the
applicable exchange rate set forth on Attachment A.
2. Purchaser agrees (for itself and its Affiliates) to waive the
condition in each Related Transaction Purchase Agreement (or any other agreement
to which the Purchaser and its Affiliates are a party relative to the Related
Transactions) that would require the Affiliated Seller which is a party thereto
to deliver as a condition to closing any consent, authorization and waiver from
any third party to any contract, license, commitment, sales order, purchase
order or arrangement with the Affiliated Seller (collectively, "Third-party
Agreements"), and to close the remaining Related Transactions (in the countries
of Australia, Singapore, Malaysia, Hong Kong and Belgium) as soon as reasonably
practicable, but in no event later than November 30, 2000, subject only to the
satisfaction by the Affiliated Seller or waiver by the Purchaser (or the
Purchaser's Affiliate) of the conditions (other than those waived herein) to the
Purchaser's (or the Purchaser's Affiliate's) obligation to close the Related
Transaction contained in the purchase agreements for such Related Transactions.
2
AremisSoft Corporation
November 16, 2000
Page 2
3. Neither this letter nor any other agreement executed in connection
with the Related Transactions shall constitute an agreement to assign any
Third-party Agreement without the consent of the other party thereto if any
attempted assignment of the same without the consent of the other party thereto
would constitute a breach thereof or in any way affect the rights of the
Affiliated Seller thereunder. As to those Third-party Agreements to which
consent to their assignment is not obtained, the Purchaser shall act as the
agent of the Affiliated Seller in order to obtain for the Purchaser the benefits
thereunder, provided that the Purchaser or its Affiliate, as the case may be,
performs all of the duties and obligations under such Third-party Agreements.
Effective as of the closing date of each of the respective Related Transactions,
Verso will cause the Affiliated Seller involved in that Related Transaction to
constitute and appoint Purchaser or Purchaser's designee the true and lawful
attorney in fact of such Affiliated Seller, in the name of the Purchaser or the
Affiliated Seller (as the Purchaser shall determine in its sole discretion) to
(i) institute and prosecute all proceedings which the Purchaser may deem
appropriate in order to collect, assert or enforce any claim, right or title of
any kind in or to the Third-party Agreements as provided for in the purchase
agreement for the Related Transaction; (ii) defend or compromise any and all
actions, suits or proceedings in respect of any of the Third-party Agreements,
and to do all such acts and things in relation thereto as the Purchaser shall
deem advisable; and (iii) take all action which the Purchaser any reasonably
deem proper in order to provide for the Purchaser the benefits under any
Third-party Agreements where any required consent of another party to the sale
or assignment thereof to the Purchaser pursuant to the purchase agreement for
the Related Transaction shall not have been obtained. The Purchaser shall be
entitled to retain for its own account any amounts collected pursuant to the
foregoing powers.
4. The Purchaser hereby agrees to indemnify, defend and hold harmless
Verso and the Affiliated Sellers (and their respective officers, directors,
shareholders, managers, members, employees, agents, successors and assigns)
(collectively, the "Seller Parties") for, from and against any and all
liabilities, losses, costs or expenses which any of the Seller Parties may
suffer or for which any of the Seller Parties may become liable and which are
based on, the result of or arise out of the performance by the Purchaser, or its
designee, as agent and/or attorney in fact for any of the Affiliated Sellers
pursuant to the terms of this letter, or any Affiliated Seller's obligations
under the Third-party Agreements, to the extent such obligations would have been
Assumed Liabilities of the Purchaser had such Third-party Agreements been
assigned to the Purchaser with the consent, authorization or waiver of the third
party as contemplated in the Agreement and the Letter Agreement.
5. With respect to the Third-party Agreements for which no consent to
the assignment thereof shall have been obtained, on request, Verso will, and
will cause the Affiliated Seller party thereto to, use all commercially
reasonable efforts to obtain such consents as soon as possible after the closing
of the Related Transactions. Upon obtaining any such consent, Verso will cause
the Affiliated Seller to assign such Third-party Agreement to Purchaser or
Purchaser's designee.
3
AremisSoft Corporation
November 16, 2000
Page 3
Except as specifically provided herein, the Agreement and the Letter
Agreement shall remain in full force and effect. In the event of any conflict
between the terms of the Agreement, the Letter Agreement or any Related
Transaction Purchase Agreement and the terms of this letter, the terms of this
letter shall control. This letter may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
constitute one instrument.
Copies, whether facsimile, photostatic or otherwise, of signatures to
this letter shall be deemed to be originals and may be relied on to the same
extent as the originals.
Sincerely,
VERSO TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------
Its: Executive Vice President and Chief
Financial Officer
ACCEPTED AND AGREED TO BY THE UNDERSIGNED.
AREMISSOFT CORPORATION
By: /s/ Roys Poyiadjis
--------------
Its: Chief Executive Officer and President
