ASSET PURCHASE AGREEMENT
This
Asset Purchase Agreement (“Agreement”) made as of the date set out on the
signature page below (“Effective Date”) by and between General Components Inc.,
a Cayman Islands corporation (“Seller”), General Components, Inc., a
Beijing, China Corporation (“Seller’s Subsidiary”), and ZGS Corporation., a
Delaware corporation (“Purchaser”).
WHEREAS,
each of the Seller and Seller’s Subsidiary desires to sell and Purchaser desires
to purchase all of the VOIP business and associated VOIP business assets of
the
Seller and Seller’s Subsidiary (“the VOIP Business”).
NOW,
THEREFORE, in consideration of the mutual promises of the parties, in reliance
on the representations, warranties, covenants, and conditions contained in
this
Agreement, and for other good and valuable consideration, the parties agree
as
follows:
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ARTICLE
1.
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SALE
AND TRANSFER OF ASSETS
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1.1 SALE.
On the
terms and subject to the conditions set forth in this Agreement, on the Closing
Date, Purchaser or purchaser's Subsidiary (as defined in Clause 5.2) will
purchase from Seller and Seller will sell, transfer, assign, convey and deliver
to Purchaser all of the following assets used in or part of the VOIP Business
on
The Closing Date (the "Assets"):
(a) All
the
machinery, equipment, and furniture owned by each of Seller and Seller’s
Subsidiary (Schedule A);
(b) All
the
raw materials and supplies, work and goods in process and finished goods
inventories owned by each of Seller and Seller’s Subsidiary (Schedule
B);
(c) All
accounts receivable due to each of Seller and Seller’s Subsidiary (collectively,
the “Accounts Receivable”) (Schedule C);
(d) All
deposits of each of Seller and Seller’s Subsidiary (Schedule D);
(e)
All
contracts, agreements, purchase or sale orders of the VOIP Business to which
Seller or Seller’s Subsidiary is a party including, but not limited to, the
xxxx.xxx Agreement, the CandidSoft China Telecom Guang Xi project agreement
and
the Tekelec Corp. Value Added Reseller Agreement (Schedule E);
(f)
To
the
extent legally assignable, all licenses, approvals, permits and certificates
obtained from governmental agencies and held by each of Seller and Seller’s
Subsidiary in the VOIP business as of the Closing Date (Schedule F);
(g) All
telephone numbers currently assigned to Seller or Seller’s Subsidiary;
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(h) trade
marks or trade names, licenses, intangible property and patents owned by each
of
Seller and Seller’s Subsidiary used in the VOIP Business;
(i) each
of
Seller and Seller’s Subsidiary’s VOIP business customer lists;
(j) all
goodwill of, in, related to or associated with the VOIP Business as a going
concern ;
(k) any
claims asserted by Seller or Seller’s Subsidiary in any dispute or litigation
involving the VOIP business; and
(l)
the
leasehold interest of Seller’s Subsidiary in an office located at Xxxx 0000,
00/X., Xxxxx X, Xxxxx Xxxx Cun Technology Building, No. 34 Xxxxx Xxxx Cun South
Avenue, Hai Xxxx District, Beijing, China (the “Facility”).
1.2 BUYER
RETENTION. Notwithstanding anything contained in Section 1.1 to the contrary,
neither Seller nor Seller’s Subsidiary is selling, and neither Purchaser nor
Purchaser’s Subsidiary is purchasing, pursuant to the Agreement, any of the
following, all of which shall be retained by Seller.
(a) the
consideration delivered or to be delivered to each of Seller and Seller’s
Subsidiary pursuant to this Agreement;
(b) the
right
of each of Seller and Seller’s Subsidiary to enforce the obligations of each of
Purchaser and Purchaser’s Subsidiary under the this Agreement;
(c) any
assets of Seller or Seller’s Subsidiary not related to the VOIP business;
and
(d) any
liabilities other than those specified in clause 1.4 (d) below.
1.3 CONDITION.
Purchaser acknowledges and agrees that neither Seller nor Seller’s Subsidiary
makes any warranties with respect to the Assets except as expressly set out
herein; the Assets are being sold “AS IS” and “WHERE IS” and all warranties,
express or implied, of merchantability or fitness for purpose or otherwise
with
respect to the condition, quality or suitability of the Assets, are hereby
expressly disclaimed.
1.4 CONSIDERATION.
The
purchase price for the Assets shall be paid by Purchaser as follows:
(a)
At
the
closing of the purchase and sale of the Assets (the
"Closing"),
Purchaser shall issue and deliver to Seller that number of shares of the common
stock of Purchaser equal, upon issuance, to 30% of the Purchaser's common stock
on a fully diluted basis (providing the Seller with a 15% economic interest
in
the equity of the Purchaser, post debt service and repayment, taking into
account all the shares of Class A Common Stock of the Purchaser which the
Purchaser has committed to issue as of the date hereof). At or before Closing,
Seller shall become a party to the stockholder’s agreement completed in the
normal and usual form between all of the shareholders of Purchaser and as
entered into by the new investors in Class A Common Stock and existing common
stockholder of ZGS entitled Investment Agreement.
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(b) At
Closing, Purchaser shall pay to Seller the sum of $250,000 cash, less the
following:
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(i)
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$30,000
paid to Seller pursuant to the option agreement between Xxxxx Xxxxxxxxx
(subsequently assigned by Xxxxx Xxxxxxxxx to ZGS Corp.) and Seller's
Subsidiary dated May 9, 2006 (attached as Exhibit A),
and
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(ii)
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the
accounts payable to Tekelec Corp. which are assumed by the Purchaser
pursuant to Section 1.4(d) below.
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(c) At
Closing, Purchaser shall execute and deliver a promissory note in the sum of
$250,000 to Seller, due 60 days after Closing, adjusted by:
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(i)
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subtracting
any accrued but unpaid salaries which are agreed to be paid by
Purchaser.
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(ii)
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subtracting
any amount of consideration provided by Purchaser’s Subsidiary to the
Seller’s Subsidiary.
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(iii)
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subtracting
any amount due to Purchaser or Purchaser’s Subsidiary by Seller or
Seller’s Subsidiary pursuant to Section 4.7
below.
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(iv)
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adding
any amount due to Seller or Seller’s Subsidiary by Purchaser or
Purchaser’s Subsidiary pursuant to Section
4.7.
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(d)
At
Closing, Purchaser shall assume the accounts payable of Seller to Tekelec in
an
amount not to exceed $120,000.
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1.5
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CLOSING
AND CONDITIONS OF CLOSING
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(a)
The
Closing shall occur upon the earlier of (i) the close of business on September
30, 2006 or (ii) as soon thereafter as practicable following the satisfaction
or
waiver of all of the conditions to Closing set forth in ARTICLE 4 and ARTICLE
5
of this Agreement, but after the closing of the ZGS Investor Agreement whereby
certain investors are subscribing to the Class A Common Stock of ZGS (the
"Closing Date").
(b)
At
closing, Purchaser and Seller will sign the documents specified in this contract
and all other documents reasonably needed to transfer the business assets to
Purchaser. Purchaser will pay Seller the amounts required by this contract
and
Seller will transfer to Purchaser the business assets.
-3-
1.6 THIRD
PARTY BENEFICIARIES. The assumption by Purchaser of liabilities of Seller
pursuant to this Agreement shall in no way expand the rights or remedies of
any
third party against Seller or Purchaser as compared to the rights and remedies
which such third party would have had beneficially against Seller had Purchaser
not assumed such liabilities. Without limiting the generality of the foregoing,
the assumption by Purchaser of liabilities of Seller pursuant to this Agreement
shall not create any third party beneficiary rights.
ARTICLE
2. SELLER
AND SELLER’S SUBSIDIARY’S REPRESENTATIONS AND
WARRANTIES
Each
of
Seller and Seller’s Subsidiary hereby, jointly and severally, represent and
warrant to Purchaser that the following facts and circumstances are true and
correct as of the date of this Agreement and will be true and correct on and
as
of The Closing Date:
2.1 ORGANIZATION.
Each of Seller and Seller’s Subsidiary is a corporation duly organized, validly
existing, and in good standing under the laws of the jurisdiction in which
it is
organized. Each of Seller and Seller’s Subsidiary is qualified to do business in
all jurisdictions in which it does business and has all requisite power and
authority to own, operate, and carry on its business as now being conducted.
2.2 OWNERSHIP.
The Seller is the sole owner of Seller’s Subsidiary. Each of Seller and Seller's
Subsidiary has the full right to sell or dispose of its Assets as it may choose.
Each of Seller and Seller’s Subsidiary own the Assets being sold by it. At
Closing, the Assets will be free from any claims of others.
2.3 AUTHORITY.
Each of Seller and Seller’s Subsidiary has the full power and authority to
execute, deliver, and consummate this Agreement, subject to the conditions
to
Closing set forth in this Agreement.
2.4 FULL
DISCLOSURE. No representation, warranty, or covenant made to Purchaser in this
Agreement or any document, financial statement, certificate, exhibit, or other
information given or delivered to Purchaser pursuant to this Agreement contains
or will contain any untrue statement of a material fact, or omits or will omit
a
material fact necessary to make the statements contained in this Agreement
or
the matters disclosed in the related documents, certificates, information,
or
exhibits not misleading.
2.5 BROKER.
Neither the Seller, Seller’s Subsidiary nor any of its officers, directors,
employees, or stockholders, has retained, consented to, or authorized any
broker, investment banker, or third party to act on its behalf, directly or
indirectly, as a broker or finder in connection with the transactions
contemplated by this Agreement.
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2.6
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LIENS.
There are no liens or encumbrance on the
Assets.
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2.7 OPERATIONS
PRIOR TO CLOSING. Each of Seller and Seller’s Subsidiary will use its best
efforts to operate and maintain the Assets and conduct the VOIP Business in
the
ordinary course prior to Closing. Neither Seller nor Seller’s Subsidiary shall
dispose of or impair any of the Assets or enter into any transactions outside
of
the normal course of the VOIP Business without the prior consent of the
Purchaser.
2.8 ENVIRONMENTAL
MATTERS. Except as may be otherwise expressly disclosed to Purchaser prior
to
Closing:
(a)
to
the
best of its knowledge, neither the Facility nor it is the subject of any pending
or threatened investigation or inquiry by any federal, state, local or other
governmental authority (“Governmental Authority”) or is subject to any remedial
obligations under any applicable zoning ordinances and building codes, flood
disaster laws and health and environmental laws, rules and regulations
pertaining to health or the Environment (“Applicable Laws”).
(b)
To
the
best of its knowledge, it has obtained any required permits, licenses or
authorizations to construct, occupy, operate or use any portion of the Facility
by reason of any Applicable Laws.
(c)
It
has
not received notice from any Governmental Authority that (i) hazardous
substances, solid wastes, asbestos or other substances known or suspected to
pose a threat to health or the environment (“Hazards”) have been disposed of or
otherwise released on or to the Facility or exist on or within any portion
of
the Facility, (ii) prior use by them or the prior owners of the of the Facility,
has occurred which violates any Applicable Laws, or (iii) the use which they
make or intend to make of the Facility will result in the disposal or release
of
any hazardous substance, solid waste or Hazard on, in or to the Facility.
(d)
To
the
best of its knowledge, there are no on-site or off-site locations where
hazardous substances, solid wastes or Hazards from the Facility have been
improperly stored, treated, recycled, or disposed of.
(e)
To
the
best of its knowledge, there has been no litigation brought or threatened nor
any settlement reached by or with any parties alleging the presence, disposal,
release or threatened release, of any hazardous substance, solid wastes, or
Hazard from the use or operation of the Facility.
(f)
It
has
not received notice from any Governmental Authority that the Facility is subject
to any environmentally related liens.
(g)
Neither
it nor, to its knowledge, any tenant of any portion of the Facility, has
received any notice from any Governmental Authority with respect to any
violation of any Applicable Laws.
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(h) It
has
not caused any violation of any Applicable Laws nor permitted any environmental
liens to be placed on any portion of the Facility.
ARTICLE
3. PURCHASER'S
REPRESENTATIONS AND WARRANTIES
Purchaser
represents and warrants to Seller and Seller's Subsidiary that:
3.1 AUTHORITY.
Purchaser has full power and authority to execute, deliver, and consummate
this
Agreement subject to the conditions to Closing set forth in this Agreement.
All
corporate acts, reports, and returns required to be filed by Purchaser with
any
government or regulatory agency with respect to this transaction have been
or
will be properly filed prior to the date of this Agreement. No provisions exist
in any contract, document, or other instrument to which Purchaser is a party
or
by which Purchaser is bound that would be violated by consummation of the
transactions contemplated by this Agreement.
3.2 ORGANIZATION
AND STANDING OF PURCHASER. Purchaser is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware, with
corporate power to own property and carry on its business as it is now being
conducted.
ARTICLE
4. CONDITIONS
TO PURCHASER'S OBLIGATION TO CLOSE
The
obligation of Purchaser to close under this Agreement is subject to each of
the
following conditions (any one of which may, at the option of Purchaser, be
waived in writing by Purchaser) existing on the date of Closing or such earlier
date as the context may require.
4.1 REPRESENTATIONS
AND WARRANTIES. Each of the representations and warranties of Seller and the
Seller’s Subsidiary in this Agreement and all other information delivered under
this Agreement shall be true in all material respects as of the date of this
Closing.
4.2 COMPLIANCE
WITH CONDITIONS. Seller and the Seller’s Subsidiary shall have complied with and
performed all agreements, covenants, and conditions in this Agreement required
to be performed and complied with. All requisite action (corporate and other)
in
order to consummate this Agreement shall have been properly taken by Seller
and
Seller’s Subsidiary.
4.3 SUIT
OR
PROCEEDING. No suit or proceeding, legal or administrative, relating to any
of
the transactions contemplated by this Agreement shall have been overtly
threatened or commenced that, in the sole discretion of Purchaser and its
counsel, would make it inadvisable for Purchaser to close this transaction.
4.4 GOVERNMENT
APPROVALS AND FILINGS. All necessary government approvals and filings regarding
this transaction, if any, shall have been received or made prior to the Closing
in substantially the form applied for to the reasonable satisfaction of
Purchaser and its counsel. Any applicable waiting period for the approvals
and
filings shall have expired.
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4.5 CORPORATE
AND STOCKHOLDER ACTION. All corporate and stockholder action necessary to
consummate the transactions contemplated in this Agreement shall have been
properly taken by Seller and its Shareholder.
4.6 EMPLOYMENT
OF KEY EMPLOYEES. Key employees of Seller, as determined by Purchaser, shall
have agreed to be employed by Purchaser under terms acceptable to Purchaser.
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4.7
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NOMINEE
AGREEMENT
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(a) Each
of
the Seller and Seller’s Subsidiary hereby acknowledges, declares, covenants and
agrees that, to the extent by applicable law:
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(i)
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the
Seller’s Subsidiary will hold, as and from the Effective Date until the
Closing Date, the VOIP Business and all right and obligation, title
and
interest therein and benefit and liabilities to be derived therefrom,
as
nominee for and on behalf of the
Purchaser;
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(ii)
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the
Seller’s Subsidiary otherwise has no legal or beneficial interest and
liabilities in the VOIP Business;
and
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(iii)
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all
other attributes of the beneficial ownership and obligation of the
VOIP
Business shall be and with the
Purchaser.
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(b)
Each
of
the Seller and Seller’s Subsidiary covenants and agrees, subject to the
indemnity hereinafter provided, that it shall at all times and from time to
time
deal with the VOIP Business as nominee for the Purchaser only in accordance
with
the written or verbal instructions and directions of the Purchaser and not
otherwise that it will do no act relating to the VOIP Business without the
express authorization and direction of the Purchaser, and that it has no active
or independent duties to perform in respect of the VOIP Business except as
may
be specifically provided for herein.
(c)
Each
of
the Seller and Seller’s Subsidiary shall enter into, and execute and deliver as
nominee for the Purchaser only, all such instruments, including, without
limitation, all such documents, assignments, transfers, leases, subleases,
contracts and other agreements, (collectively called “instruments’) as may from
time to time be requested by the Purchaser in connection with the VOIP Business,
including without limiting the generality of the foregoing a conveyance and
transfer in registrable and/or other form(s) of all right, title and interest
of
each of the Seller and Seller’s Subsidiary in the VOIP Business.
(d)
Each
of
the Seller and Seller’s Subsidiary acknowledges, declares, covenants and agrees
that all revenues or receipts of any nature or kind arising from the VOIP
Business or the use thereof as and from the Effective Date shall belong legally
and beneficially to the Purchaser, and that each of the Seller and Seller’s
Subsidiary has no legal or beneficial interest in such revenues, profits,
emoluments and other receipts. Each of the Seller and Seller’s Subsidiary shall,
subject to the rights of any contracted parties or other secured creditor,
promptly remit to the Purchaser all revenues, profits, emoluments and other
receipt of any nature or kind arising from the VOIP Business which may be
received by each of the Seller and Seller’s Subsidiary as nominal party to any
instrument. Each of the Seller and Seller’s Subsidiary shall incur no liability
to any person for making any such remittance as directed in any notice from
any
such or other secured creditor, or, in the absence of such notice, pursuant
to a
direction from the Purchaser. Each of the Seller and Seller’s Subsidiary shall,
at the request and expense of the Purchaser, account to the Purchaser for all
sums received with respect to the VOIP Business.
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(e)
Each
of
the Seller and Seller’s Subsidiary shall promptly deliver to the Purchaser all
instruments with respect to the VOIP Business, together with all recorded
information relative thereto, to the extent that each of the Seller and Seller’s
Subsidiary may come into possession of any thereof.
(f)
Each
of
the Seller and Seller’s Subsidiary shall promptly transmit to the Purchaser
copies of all notices, payments, claims, demands or other communications which
each of the Seller and Seller’s Subsidiary may receive and which relate in any
way to the VOIP Business. Each of the Seller and Seller’s Subsidiary, upon the
request of the Purchaser, shall be a nominal party to any action in response
to
or as a consequence of any such matter. Any such action, proceeding, negotiation
or other response shall be conducted by the Purchaser, with counsel selected
by
him, and each of the Seller and Seller’s Subsidiary shall not, nor shall it be
obligated to, take any such action itself, its only obligation being that of
a
nominal party thereto subject to the indemnity hereinafter
provided.
(g)
The
Purchaser acknowledges, declares, covenants and agrees that he shall be
responsible for all legal obligation and liabilities in any way connected with
or related to the VOIP Business to the extent arising after the Effective Date,
that each of the Seller and Seller’s Subsidiary has no active duties to perform
in connection with the VOIP Business, and that all obligations,
responsibilities, acts or omissions pertaining to the VOIP Business to the
extent arising after the Effective Date shall be the responsibility of and
shall
be performed or omitted to be performed by the Purchaser.
(h)
The
Purchaser acknowledges, declares, covenants and agrees that he shall be
responsible for all encumbrances, charges, costs, expenses, losses, damages,
claims, payment, demands and liabilities in any way connected with or related
to
the VOIP Business (collectively called “expenses”) to the extent arising after
the Effective Date, that each of the Seller and Seller’s Subsidiary has no
active duties to perform in connection with the VOIP Business, and that all
obligations, responsibilities, acts or omissions pertaining to the VOIP Business
to the extent arising after the Effective Date shall be the responsibility
of
and shall be performed or omitted to be performed by the Purchaser.
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(i)
The
Purchaser hereby releases each of the Seller and Seller’s Subsidiary from any
and all liability that each of the Seller and Seller’s Subsidiary may incur in
respect of any action taken by each of the Seller and Seller’s Subsidiary either
pursuant to the authorization or direction of the Purchaser or pursuant to
the
terms of this Agreement. The Purchaser shall indemnify and hold each of the
Seller and Seller’s Subsidiary harmless from all liabilities of whatsoever kind
and character that may arise out of any act or omission by each of the Seller
and Seller’s Subsidiary pursuant to the terms of this Agreement and from the
said expenses, obligations and responsibilities during the entire period of
time
that the VOIP Business is vested in each of the Seller and Seller’s Subsidiary
pursuant to this Agreement.
(j)
It
is
understood and agreed between the parties pursuant to this Section 4.7 that
the
relationship between them shall be that of principal and bare nominee only,
that
there is no intention to create a relationship of partnership or agency between
the Purchaser and either the Seller and Seller’s Subsidiary, and this Section
4.7 should not be construed to create any trust, association or joint venture
between the Purchaser and either the Seller or Seller’s Subsidiary.
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4.8
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SINA
AND GUANG-XI PROJECT AGREEMENTS. Seller’s Subsidiary shall have signed the
xxxx.xxx agreement and the Guang-Xi project agreement subject to
the terms
of Section 4.7 above.
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ARTICLE
5. CONDITIONS
TO SELLER’S AND THE SELLER’S SUBSIDIARY’S OBLIGATION TO
CLOSE
The
obligation of Seller and the Seller’s Subsidiary to close under this Agreement
is subject to each of the following conditions any one of which at the option
of
Seller may be waived in writing by Seller.
5.1 CORPORATE
ACTION. Purchaser shall have taken appropriate corporate action regarding this
transaction, which shall be evidenced by resolutions of its board of directors
and certified by Purchaser's corporate secretary, authorizing Purchaser to
enter
into and complete this transaction.
5.2 ESTABLISHMENT
OF CHINA LEGAL ENTITY. Purchaser shall have taken the appropriate corporate
action to formally and legally establish a Wholly Owned Foreign Entity
(“Purchaser’s Subsidiary”) in the relevant jurisdiction in China in which it
will be organized that will be able to both legally and practically complete
the
transfer of the assets within China and commence operations of the VOIP Business
at its cost. Seller and Seller's Subsidiary shall be obligated to effect the
sale of the Assets under this Agreement, at the discretion of the Purchaser
at
any time after the satisfaction or waiver of the foregoing
conditions.
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ARTICLE
6. PARTIES'
OBLIGATIONS AT THE CLOSING
6.1 SELLER’S
SUBSIDIARY’S AND PURCHASER’S SUBSIDIARY’S OBLIGATIONS AT THE CLOSING. At
Closing, Purchaser’s Subsidiary shall sign and become a party to this Agreement
or the Seller's Subsidiary and the Purchaser's Subsidiary shall enter into
an
asset purchase agreement on substantially the same terms of this Agreement
that
formally and legally consummate the sale and transfer of the Assets from
Seller’s Subsidiary to Purchaser’s Subsidiary in the respective relevant
jurisdictions in China in which the Seller’s Subsidiary and Purchaser’s
Subsidiary are organized or their assets are located, as may be required by
applicable law.
6.2 SELLER’S
SUBSIDIARY’S AND PURCHASER’S SUBSIDIARY’S OBLIGATIONS FOR TRANSFER OF ASSETS.
Purchaser’s Subsidiary shall be responsible for all, costs, payments and
expenses, related to the transfer of the Assets from Seller’s Subsidiary to
Purchaser’s Subsidiary in the respective relevant jurisdictions in
China.
6.3
SELLER’S AND SELLER’S SUBSIDIARY’S OBLIGATIONS AT THE CLOSING. At
the
Closing, Seller and the Seller’s Subsidiary shall deliver or cause to be
delivered to Purchaser instruments of assignment and transfer of all of the
Assets in form and substance satisfactory to Purchaser. Simultaneously with
the
consummation of the transfer, Seller and the Seller’s Subsidiary shall put
Purchaser in full possession and enjoyment of all the Assets.
Seller
and Seller’s Subsidiary, at any time after the Closing, shall execute,
acknowledge, and deliver to Purchaser any further deeds, assignments,
conveyances, other assurances, documents, and instruments of transfer reasonably
requested by Purchaser. Seller and the Seller’s Subsidiary shall also take any
other action consistent with the terms of this Agreement that may be reasonably
requested by Purchaser for the purpose of assigning, transferring, granting,
conveying, and confirming to Purchaser or reducing to possession any or all
property and assets to be conveyed and transferred by this
Agreement.
6.4 PURCHASER'S
OBLIGATION AT CLOSING. At the Closing, Purchaser shall pay the purchase price,
as described in Section 1.4 above, against delivery of the items specified
in
Section 6.3 above.
ARTICLE
7. EMPLOYEES
7.1 EMPLOYEES.
Purchaser shall deliver an offer of employment within five days after the
closing Date to the employees of Seller selected for employment by Purchaser.
All employees who accept Purchaser’s offer of employment shall become employees
effective upon the closing (such employees hereinafter referred to as the
(“Continuing Employees”). Purchaser shall provide to Seller at the Closing a
list of all Continuing Employees and Seller shall deliver a termination notice
to each of the continuing Employees of Purchaser. Seller shall be responsible
for all termination or severance payments payable to the continuing Employees,
subject to the Purchaser's observance of the terms of its offer of employment
to
the Continuing Employees.
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ARTICLE
8. GENERAL
PROVISIONS
8.1 SURVIVAL
OF REPRESENTATIONS, WARRANTIES, AND COVENANTS. The representations, warranties,
covenants, and agreements of the parties contained in this Agreement or
contained in any writing delivered pursuant to this Agreement shall survive
the
Closing.
8.2 NOTICES.
All notices or other communications hereunder must be given in writing and
either (i) delivered in person, (ii) transmitted by facsimile telecommunication,
provided that any notice so given is also mailed as provided for herein, (iii)
delivered by Federal Express or similar commercial delivery service, or (iv)
mailed by certified mail, postage prepaid, return receipt requested, as follows:
If
to
Seller or Seller's Subsidiary
000
Xxxx
Xxxxxx, 00xx
Xxxxx,
Xxx
Xxxx,
Xxx Xxxx 00000
Facsimile
number (000) 000-0000;
If
to
Purchaser:
0000
Xxxxx Xxxxx
Xxxxxxx,
XX 00000;
Facsimile
number (000) 000-0000.
or
to
such other address or facsimile number as Seller, the Seller’s Subsidiary, or
the Purchaser shall have designated to the other by like notice. Each such
notice or other communication shall be effective (i) if given by facsimile
telecommunication, when transmitted, (ii) if given by mail, five (5) business
days after such communication is deposited in the mail and addressed as
aforesaid, (iii) if given by Federal Express or similar commercial delivery
service, one (1) business day after such communication is deposited with such
service and addressed as aforesaid, and (iv) if given by any other means, when
actually delivered at such address.
8.3 ASSIGNMENT
OF AGREEMENT. This Agreement shall be binding on and inure to the benefit of
the
parties to this Agreement and their respective successors and permitted assigns.
This Agreement may not be assigned by any other party without the written
consent of all parties and any attempt to make an assignment without consent
is
void, except that Purchaser may assign this Agreement to an affiliate without
consent.
8.4 GOVERNING
LAW; VENUE. This Agreement shall be made and entered into in Wilmington County,
Delaware, and shall be governed by and construed and enforced in accordance
with
the laws of the State of Delaware without giving effect to any conflict of
law,
rule or principle of that state. Venue for any actions in construction or
enforcement of this Agreement shall be in Wilmington County, Delaware.
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8.5 AMENDMENTS;
WAIVER. This Agreement may be amended only in writing by the mutual consent
of
all of the parties, evidenced by all necessary and proper corporate authority.
No waiver of any provision of this Agreement shall arise from any action or
inaction of any party, except an instrument in writing expressly waiving the
provision executed by the party entitled to the benefit of the provision.
8.6 ENTIRE
AGREEMENT. This Agreement, together with any documents and exhibits given or
delivered pursuant to this Agreement, constitutes the entire agreement between
the parties to this Agreement on the purchase and sale of the Assets. No party
shall be bound by any communications between them on the subject matter of
this
Agreement unless the communication is (a) in writing, (b) bears a date
contemporaneous with or subsequent to the date of this Agreement, and (c) is
agreed to by all parties to this Agreement. On execution of this Agreement,
all
prior agreements or understandings between the parties on the subject matter
of
this Agreement shall be null and void.
8.7 COUNTERPART
EXECUTION. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and each of which alone, and all of which
together, shall constitute one and the same instrument. When each party has
executed and delivered a counterpart of this Agreement, the Agreement shall
be
fully binding on and enforceable by the parties. In making proof of the
Agreement it shall not be necessary to produce or account for any counterpart
other than the counterpart signed by a party against whom this Agreement is
to
be enforced.
8.8 HEADINGS.
The headings in this Agreement are inserted for convenience and identification
only and are in no way intended to describe, interpret, define or limit the
scope, extent or intent of this Agreement or any provision hereof.
8.9 SEVERABILITY.
If any part, article, paragraph, sentence or clause of this Agreement shall
be
held to be indefinite, invalid or otherwise unenforceable by a court of
competent jurisdiction or by an arbitration panel, the entire Agreement shall
not fail on account thereof and the balance of the Agreement shall continue
in
full force and effect.
[SIGNATURES
BEGIN ON THE FOLLOWING PAGE]
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IN
WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
on
its behalf by its duly authorized officers as of September 8, 2006.
|
General
Components, Inc .
|
ZGS Corporation | |
| |
|
|
| By: | By: | |
|
Simon Mu, President |
Xxxxx X. Xxxxxxxxx, President |
|
| General Components, Inc. | ||
| By: | ||
|
Simon Mu, President |
||
Signature
Page to the Asset Purchase Agreement
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Schedule
A - Equipment
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list
Schedule
B - Inventory
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list
Schedule
C - Accounts Receivable
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list
Schedule
D - Deposits
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list
Schedule
E - Contracts
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list
Schedule
F - Licenses and Approvals
Insert
list
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