EXHIBIT 2.2
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
This Amendment No. 1 dated as of June 30, 2000 (this "Amendment") is
to the Asset Purchase Agreement dated May 17, 2000 (the "Agreement") made by and
among Salsa Digital, Ltd., a limited partnership organized under the laws of
Texas ("Salsa Digital"), Signtech Japan, Ltd., a corporation organized under the
laws of Japan ("Signtech Japan"), Salsa Digital DO Brasil, Ltda., a corporation
organized under the laws of Brazil ("Signtech Brazil"), Salsa Digital
(Guangzhou) Ltd., a corporation organized under the laws of China ("Signtech
China"), Salsa Dubai Corp., a corporation to be named and formally organized
under the laws of United Arab Emirats by Salsa Digital ("Salsa Dubai"), Salsa
Technology Pte Ltd., a corporation organized under the laws of Singapore ("Salsa
Singapore"), NUR Macroprinters Ltd., a corporation organized under the laws of
Israel ("NUR"), Salsa Digital Printers Ltd., a corporation organized under the
laws of the State of Delaware ("US Purchaser"), and Nur Hungary Trading and
Software Licensing Limited Liability Company, a limited liability company
organized under the laws of Hungary ("Non-US Purchaser"). Signtech Japan,
Signtech Brazil, Signtech China, Signtech Belgium, Salsa Dubai and Salsa
Singapore are sometimes referred to herein as the "Selling Subsidiaries." US
Purchaser and Non-US Purchaser are sometimes referred to herein as the
"Purchasing Subsidiaries."
WHEREAS, Salsa Digital and each of the Selling Subsidiaries have
agreed to sell and the Purchasing Subsidiaries have agreed to acquire all of
Salsa Digital's, and have acquired an option to purchase each of the Selling
Subsidiaries', respective, rights, title and interests in and to the Purchased
Assets, subject to the Purchasing Subsidiaries' assumption of the Assumed
Liabilities upon the terms of, and subject to the conditions contained in, the
Asset Purchase Agreement; and
WHEREAS, the parties to the Asset Purchase Agreement desire to add
additional parties and make other amendments to the Asset Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, agreements and warranties herein contained and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows (capitalized terms used herein
and not otherwise defined herein shall have the respective meanings ascribed
thereto in the Asset Purchase Agreement):
ARTICLE I
AMENDMENTS
1.1 PARTIES.
(a) The following entities are hereby added as parties to, and are
treated for all purposes as if they were original parties to, the Asset Purchase
Agreement: NUR Asia Pacific Ltd., a corporation organized under the laws of Hong
Kong ("NUR Hong Kong"), NUR Europe S.A., a corporation organized under the laws
of Belgium ("NUR Europe") and Encre Consumables B.V., a corporation organized
under the laws of the Netherlands ("NUR Netherlands"). NUR Hong Kong, NUR Europe
and NUR Netherlands are hereby included
within the definition of the Purchasing Subsidiaries for the purposes of the
Asset Purchase Agreement.
(b) The corporate name of Salsa Digital Printers Ltd. was
mistakenly referred to in the Asset Purchase Agreement as Salsa Digital Printing
Ltd. Accordingly, all references to Salsa Digital Printing Ltd. are hereby
amended to read Salsa Digital Printers Ltd.
1.2 SALSA BRAZIL PURCHASE OPTION. Salsa Digital and Salsa Brazil hereby
grant to NUR and the Purchasing Subsidiaries the option to purchase the
respective rights, title and interests in and to all or a portion of the
Purchased Assets held by Salsa Brazil or, at NUR's or the Purchasing
Subsidiaries' option, 100% of the outstanding capital stock of Salsa Brazil (the
"Salsa Brazil Purchase Option"). The Salsa Brazil Purchase Option shall be
exercisable by written notice to Salsa Digital at any time from the date hereof
through the date that is 90 days from the date hereof, which notice shall state
the portion of the Purchased Assets and/or the capital stock of Salsa Brazil to
be purchased. The Closing of the transactions contemplated by the exercise, if
any, of the Salsa Brazil Purchase Option shall take place within 30 days of the
delivery of the above notice. Any additional purchase price for the assets or
the stock, as the case may be, of Salsa Brazil shall be the assumption of such
liabilities of Salsa Brazil or $100.00 as the parties shall mutually determine.
1.3 CASH DISTRIBUTIONS AND PURCHASE PRICE ADJUSTMENTS. Paragraphs (b)
through (j) of Section 3.1 of the Asset Purchase Agreement shall be replaced in
their entirety by the following:
"(b) On or before August 15, 2000, Salsa Digital shall deliver to
NUR, and NUR shall approve, the following:
(i) with respect to Signtech China,
(1) a statement as of June 30, 2000 setting forth the
amount of cash, if any, to which Xxxx Xxxxx is entitled under prior agreements
with Salsa Digital (the "Xxxx Xxxxx Cash Allotment"); and
(2) a statement as of June 30, 2000 setting forth the
amount of cash, if any, to which Signtech USA, Ltd. is entitled under prior
agreements with Salsa Digital (the "Signtech China Cash Allotment"); and
(ii) with respect to the portion of the Business conducted in
Belgium ("Salsa Belgium"), a statement as of June 30, 2000 showing the amount by
which (A) all cash held for the benefit of or in the name of Salsa Belgium
exceeds (B) all cash liabilities with respect to Salsa Belgium, which statement
of cash liabilities shall be prepared in the manner set forth in subparagraph
(1) above (such difference, the "June 30th Belgium Cash Excess");
(c) Within five calendar days after receipt and approval of the
calculation for the Xxxx Xxxxx Cash Allotment and the Signtech China Cash
Allotment, NUR and the Purchasing Subsidiaries shall deliver to Salsa Digital
for the benefit of Salsa Digital, Xxxx Xxxxx and Signtech USA, Ltd., an amount
equal to the Xxxx Xxxxx Cash Allotment and the Signtech China Cash Allotment.
NUR and the Purchasing Subsidiaries shall be required to deliver such funds to
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Salsa Digital under this Section 3.1(c) only to the extent NUR shall have been
be transferred funds held for the benefit of Signtech China sufficient to pay
such amount.
(d) If the June 30th Belgium Cash Excess shall be greater than $0,
NUR and the Purchasing Subsidiaries shall pay to Salsa Digital an amount equal
to the amount by which the June 30th Belgium Cash Excess is greater than $0. If
the June 30th Belgium Cash Excess shall be less than $0, Salsa Digital shall pay
to NUR and the Purchasing Subsidiaries an amount equal to the amount by which
the June 30th Belgium Cash Excess is less than $0. Payments, if due under this
Section 3.1(d), shall be made within five calendar days after receipt of the
calculation and approval of the June 30th Belgium Cash Excess.
(e) The final purchase price (the "Purchase Price") shall be
determined in accordance with the provisions of this Section 3.1(e), together
with the adjustments, if applicable and if any, made in Sections 3.1(c) and (d)
hereof. As promptly as possible following the Closing Date, but no later than 30
days after the Closing Date, NUR and Salsa Digital shall cooperate in the
preparation of a statement of net assets acquired from Salsa Digital as of June
30, 2000 (the "Final Balance Sheet") as follows. The Final Balance Sheet shall
show, as of June 30, 2000, current assets, current liabilities and Net Asset
Value (as hereinafter defined) substantially in type, amount, form and substance
as that shown on Section 3.1(d) of the Disclosure Schedule, shall be prepared by
Xxxxxxxx & Rishebarger ("B&R"), and shall be subject to the review and approval
of Xxxxx Xxxx, CPA, who is Salsa's independent public accountant, NUR and Ernst
& Young International LLP, independent public accountants for NUR ("E&Y").
Within the later of (i) 60 days after the Closing Date and (ii) 30 days after
receipt of the draft Final Balance Sheet, E&Y shall have conducted and delivered
an audit of such draft Final Balance Sheet. The Final Balance Sheet shall be
prepared in accordance with generally accepted accounting principles. E&Y will
deliver an audit report with respect to the Final Balance Sheet stating to NUR
and Salsa Digital that the Final Balance Sheet has been prepared in accordance
with the terms of this Agreement. NUR and Salsa Digital shall cause E&Y to
provide NUR and its representatives reasonable access to the E&Y work papers for
the purpose of evaluating the Final Balance Sheet and Salsa Digital shall cause
B&R to provide NUR and its representatives reasonable access to B&R's work
papers (for both current and prior fiscal years) for the purpose of performing
the audit of the Final Balance Sheet and to assist in evaluating the
completeness and accuracy of such physical inventory.
(f) The Final Balance Sheet delivered pursuant to Section 3.1(e)
hereof shall be accompanied by a statement prepared by E&Y, setting forth,
together with the calculations showing the basis for the determination of such
sums, the amount, if any, by which (i) the aggregate value of the Purchased
Assets, minus (ii) the Assumed Liabilities, in each case as shown on the Final
Balance Sheet (the "Net Asset Value"), is greater than, or less than,
$8,000,000.
(g) If NUR or Salsa Digital disputes the Final Balance Sheet, the
disputing party shall notify the other party in writing (the "Dispute Notice")
within twenty (20) calendar days after delivery thereof setting forth the
amount, nature and basis of the dispute. Within the following thirty (30) days,
the parties shall use their best efforts to resolve such dispute. Upon their
failure to do so, the dispute shall be submitted for arbitration as follows:
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(i) The arbitrator shall be the public accounting firm of
BDO Xxxxxxx LLP located in New York, New York, unless both parties agree on the
selection of another arbitrator. In the event the selected arbitrator declines
or is unable to serve for any reason, the parties shall select another
arbitrator. Upon their failure to agree on another arbitrator, the jurisdiction
of the Supreme Court of the State of New York shall be invoked to make such
selection.
(ii) The arbitrator shall follow the Commercial Arbitration
Rules of the American Arbitration Association, except as otherwise provided
herein. The arbitrator shall substantially comply with the rules of evidence;
shall grant essential but limited discovery; shall provide for the exchange of
witness lists and exhibit copies; shall conduct a pretrial and consider
dispositive motions. Each party shall have the right to request the arbitrator
to make findings of specific factual issues. The arbitrator shall complete its
proceedings and render decision within forty (40) days after submission of the
dispute to it unless both parties agree to an extension. Each party shall
cooperate with the arbitrator to comply with procedural time requirements and
the failure of either to do so shall entitle the arbitrator to extend the
arbitration proceedings accordingly and to impose sanctions on the party
responsible for the delay, payable to the other party. If the arbitrator does
not fulfill its responsibilities on a timely basis, either party shall have the
right to require a replacement and the appointment of a new arbitrator.
(iii) The decision of the arbitrator shall be final and binding
upon the parties and accordingly a judgment by a court of competent jurisdiction
may be entered in accordance therewith.
(h) The fees and expenses of the arbitrators in connection with
the resolution of disputes pursuant to Section 3.1(g) hereof shall be borne
equally by NUR and Salsa Digital.
(i) If the Net Asset Value is less than $8,000,000, the Escrow
Agent shall pay to NUR or the Purchasing Subsidiaries an amount in cash that is
equal to the amount by which the Net Asset Value is less than $8,000,000 as
provided in the Indemnification and Escrow Agreement.
(j) Within 10 days of the later of (i) the end of the period for
giving the Dispute Notice, and (ii) if a Dispute Notice has been given, the
earlier of the resolution of such dispute by NUR and Salsa Digital or a
determination of the arbitrator pursuant to Section 3.1(g) hereof, NUR and Salsa
Digital shall give notice in writing to the Escrow Agent of the amounts due to
NUR and/or Salsa Digital pursuant to this Section 3.1. Such amount shall be
promptly paid by the Escrow Agent as provided in the Indemnification and Escrow
Agreement.
(k) If the Purchase Price is adjusted pursuant to this Section 3.1
hereof, the allocation of the Purchase Price among the Purchased Assets as
provided for on Section 3.2 of the Disclosure Schedule shall be appropriately
modified to reflect increases or decreases in the various asset categories which
give rise to such adjustments. Any disputes concerning such changes in
allocation shall be resolved in accordance with the procedures set forth in
Section 3.1(g) hereof and the expenses incurred in connection therewith shall be
borne in the manner specified in Section 3.1(h) hereof."
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1.4 DISTRIBUTION OF CASH CLASSIFIED AS EXCLUDED ASSETS.
(a) The parties hereto acknowledge that Salsa Digital was entitled
to remove from accounts held in its name all cash as of April 30, 2000 in excess
of $937,000 and that Salsa Digital did not remove such funds from such accounts
(such excess funds, the "Salsa Digital Excess"). Salsa Digital and NUR shall use
their best efforts to calculate the amount of the Salsa Digital Excess as of
April 30, 2000 and arrange for their transfer from such accounts to a separate
account for the benefit of Salsa Digital as soon as possible after the date
hereof. The Salsa Digital Excess shall not be considered in the calculation of
the balance sheets provided for in Section 3.1 of the Asset Purchase Agreement.
(b) The parties hereto agree that Salsa Digital and related
parties were entitled to remove from accounts held for the benefit of Signtech
China all cash as of April 30, 2000 in such accounts. Accordingly, Salsa Digital
and NUR shall use their best efforts to prepare a statement as of April 30, 2000
showing the difference between (A) all cash held for the benefit of or in the
name of Signtech China and (B) all cash liabilities with respect to Signtech
China, which statement of cash liabilities shall be prepared in the manner of
the statement titled "Required Cash @ Salsa Digital" attached to Section 1.3 of
Disclosure Schedule and shall also include all liabilities related to the
employees of Signtech China (such difference, the "April 30th China Cash
Excess"). NUR shall transfer to Salsa Digital the April 30th China Cash Excess
as soon as possible after the April 30th China Cash Excess is calculated and
agreed to by NUR and Salsa Digital. NUR and Salsa Digital agree that the April
30th China Cash Excess and the Xxxx Xxxxx Cash Allotment shall be calculated in
such a way as to ensure that there is no double counting of the Xxxx Xxxxx Cash
Allotment or the Signtech China Cash Allotment.
1.5 SCHEDULE ADDITION. The attached Schedule 3.2 shall be included as
Schedule 3.2 to the Asset Purchase Agreement as of the date hereof.
1.6 AMENDMENT TO CLOSING CONDITIONS. The condition set forth in Section
7.2(f) (delivery of Non-Disclosure and Assignment of Inventions Agreements) of
the Asset Purchase Agreement shall no longer be a condition to Closing. Salsa
Digital shall use its best efforts to facilitate the meeting of the condition
specified in Section 7.2(f) of the Asset Purchase Agreement as soon as possible
after Closing.
1.7 EMPLOYEE BENEFIT PLANS. The last sentence of Section 9.12 of the
Asset Purchase Agreement is hereby revised to read in its entirety as follows:
"The Purchasing Subsidiaries shall give such employees full credit under the
Purchasing Subsidiaries' respective plans for such employees' service before the
Closing Date to Salsa Digital or the Selling Subsidiaries, including, without
limitation, accrued vacation and personal time, in each case, to the extent the
Purchasing Subsidiaries are not required to pay cash in lieu of such service."
1.8 TRANSFER OF FUNDS FROM SALSA DIGITAL AND THE SELLING SUBSIDIARIES. A
new Section 9.15 is hereby added to the Asset Purchase Agreement, which shall
read in its entirety as follows:
"9.15 TRANSFER OF FUNDS FROM SALSA DIGITAL AND THE SELLING
SUBSIDIARIES. It being acknowledged by the parties hereto that Salsa
Digital and the Selling Subsidiaries are obligated to transfer to NUR and
the Purchasing Subsidiaries all cash and cash
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equivalents included within the definition of Purchased Assets under
Section 1.2(a) of the Asset Purchase Agreement (the "Cash") on the Closing
Date and that Salsa Digital and Signtech China will not be able to
transfer the Cash held for the benefit of Signtech China (the "China
Cash") on the Closing Date, Salsa Digital and Signtech China agree to
transfer the China Cash as soon as possible after the Closing, but no
later than 45 days from the Closing Date. If Salsa Digital and Signtech
China are not able to transfer the China Cash to NUR and the Purchasing
Subsidiaries within 45 days after the Closing Date, Salsa Digital shall
pay to NUR an amount in cash equal to the value of the China Cash to which
NUR is then entitled as calculated in Section 3.1(c) of the Agreement and
NUR and the Purchasing Subsidiaries shall have no further obligation under
Section 3.1(c) of the Agreement."
1.9 TRANSFER OF INTELLECTUAL PROPERTY. A new Section 9.16 is hereby
added to the Asset Purchase Agreement, which shall read in its entirety as
follows:
"9.16 TRANSFER OF INTELLECTUAL PROPERTY. Salsa Digital shall execute
and transfer, no later than August 8, 2000, at its own expense, all
Intellectual Property and rights thereto included within the Purchased
Assets that are not transferred by the Closing Date and shall execute such
further documents, and perform such further acts, as may be necessary to
transfer and convey such Intellectual Property to the Purchasing
Subsidiaries. If such Intellectual Property and the rights there to are
not so transferred as required by NUR, then NUR and the Purchasing
Subsidiaries shall, without any further notice, be entitled to rely upon
the following power of attorney and Salsa Digital shall reimburse NUR and
the Purchasing Subsidiaries, as the case may be, within five business days
for all costs, fees and expenses incurred in connection with the transfer
of such Intellectual Property: All of NUR's and the Purchasing
Subsidiaries' rights and remedies with respect to the transfer of
Intellectual Property included within the Purchased Assets, whether
established by this Agreement or by any other agreements, document or by
law, shall be cumulative and may be exercised singularly or concurrently.
Salsa Digital, the Selling Subsidiaries and the Former IP Holders (as
defined below) (collectively, the "IP Transferors") hereby authorize NUR
or any of the Purchasing Subsidiaries to make, constitute and appoint any
officer or agent of NUR or any of the Purchasing Subsidiaries it may
select, in its sole discretion, as the IP Transferors' true and lawful
attorney-in-fact, with power at any time, to endorse any of the IP
Transferors' names on all applications, documents, papers and instruments
necessary or desirable for NUR or any of the Purchasing Subsidiaries in
the use and transfer of the Intellectual Property and rights thereto. The
IP Transferors hereby ratify all that such attorney shall lawfully do or
cause to be done pursuant to this Section 9.16. The failure of the IP
Holders to transfer the Intellectual Property and rights thereto before
August 8, 2000 shall not relieve such persons of their respective
obligations to do so. The "Former IP Holders" shall mean Signtech USA,
Ltd., Xxxxx Xxxxx, and Xxxxxx Xxxxx Limited Partnership."
1.10 TRANSFER OF SIGNTECH JAPAN. A new Section 9.17 is hereby added to
the Asset Purchase Agreement, which shall read in its entirety as follows:
"9.17 TRANSFER OF SIGNTECH JAPAN. It being acknowledged by the
parties hereto that Salsa Digital and the Selling Subsidiaries are
obligated to transfer to NUR and the
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Purchasing Subsidiaries 100% of the ownership interest in Signtech Japan
on the Closing Date (collectively the "Selected Subsidiary Stock") and
that Salsa Digital and the Selling Subsidiaries will not be able to
transfer the Selected Subsidiary Stock on the Closing Date, Salsa Digital
and the Selling Subsidiaries agree to transfer the Selected Subsidiary
Stock as soon as possible after the Closing, but no later than 10 days
from the Closing Date. If Salsa Digital and the Selling Subsidiaries are
not able to transfer the Selected Subsidiary Stock to NUR and the
Purchasing Subsidiaries within 10 days after the Closing Date, then NUR
and the Purchasing Subsidiaries shall, without any further notice, be
entitled to rely upon the following power of attorney and Salsa Digital
shall reimburse NUR and the Purchasing Subsidiaries, as the case may be,
within five business days for all costs, fees and expenses incurred in
connection with the transfer of the Selected Subsidiary Stock: All of
NUR's and the Purchasing Subsidiaries' rights and remedies with respect to
the transfer of the Selected Subsidiary Stock included within the
Purchased Assets, whether established by this Agreement or by any other
agreements, document or by law, shall be cumulative and may be exercised
singularly or concurrently. Salsa Digital and the Selling Subsidiaries
(collectively, the "Stock Transferors") hereby authorize NUR or any of the
Purchasing Subsidiaries to make, constitute and appoint any officer or
agent of NUR or any of the Purchasing Subsidiaries it may select, in its
sole discretion, as the Stock Transferors' true and lawful
attorney-in-fact, with power at any time, to endorse any of the Stock
Transferors' names on all applications, documents, papers and instruments
necessary or desirable for NUR or any of the Purchasing Subsidiaries in
the use and transfer of the Selected Subsidiary Stock and rights thereto.
The Stock Transferors hereby ratify all that such attorney shall lawfully
do or cause to be done pursuant to this Section 9.17. The failure of Salsa
Digital and the Selling Subsidiaries to transfer the Selected Subsidiary
Stock within 10 days after the Closing Date shall not relieve such
entities of their respective obligations to do so."
1.11 CLOSURE REPORT. Salsa Digital shall timely submit a Closure Report
to the Texas Natural Resources and Conservation Commission and obtain closure
from such commission with respect to the environmental issues identified on the
property in San Antonio, Texas. Once obtained Salsa Digital shall promptly
deliver a copy of the Closure Report to NUR.
ARTICLE II
MISCELLANEOUS
2.1 APPLICABLE LAW. This Agreement shall be governed and controlled as
to validity, enforcement, interpretation, construction, effect and in all other
respects by the internal laws of the State of New York applicable to contracts
made and wholly to be performed therein (without giving effect to principles of
conflicts of laws).
2.2 BINDING EFFECT; BENEFIT. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their successors, permitted
assigns and legal representatives. Nothing in this Agreement, express or
implied, is intended to confer on any person other than the parties hereto and
their respective successors, permitted assigns and legal representatives any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.
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2.3 ASSIGNABILITY. This Agreement shall not be assignable by either
party without the prior written consent of the other party.
2.4 AMENDMENTS. This Agreement shall not be modified or amended except
pursuant to an instrument in writing executed and delivered on behalf of each of
the parties hereto.
2.5 HEADINGS. The headings contained in this Agreement are for
convenience of reference only and shall not affect the meaning or interpretation
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Asset Purchase
Agreement as of the date first above written.
SALSA DIGITAL, LTD.
By: Xxxxx Technologies, LLC, General Partner
By: /s/ Xxxxx Xxxxx
----------------------------------------
Xxxxx Xxxxx
Manager
SIGNTECH JAPAN, LTD.
By: /s/ Xxxxx Xxxxx
----------------------------------------
Xxxxx Xxxxx
President and Chief Executive Officer
SALSA DIGITAL DO BRASIL, LTDA.
By: /s/ Xxxxx Xxxxx
--------------------------------------
Xxxxx Xxxxx
President and Chief Executive Officer
SALSA DIGITAL (GUANGZHOU) LTD.
By: /s/ Xxxxx Xxxxx
----------------------------------------
Xxxxx Xxxxx
President and Chief Executive Officer
SALSA DUBAI CORP.
By: /s/ Xxxxx Xxxxx
-------------------------------------
Xxxxx Xxxxx
President and Chief Executive Officer
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SALSA TECHNOLOGY PTE LTD.
By: /s/ Xxxxx Xxxxx
----------------------------------------
Xxxxx Xxxxx
President and Chief Executive Officer
SIGNTECH USA, LTD. (ONLY WITH RESPECT TO
SECTION 1.9 HEREOF), BY
XXXXX GROUP INC., GENERAL PARTNER
By: /s/ Xxxxx Xxxxx
----------------------------------------
Xxxxx Xxxxx
Vice President
/s/ Xxxxx Xxxxx
--------------------------------------------
Xxxxx Xxxxx (only with respect to Section
1.9 hereof), individually
KARTER XXXXX LIMITED PARTNERSHIP (ONLY
WITH RESPECT TO SECTION 1.9 HEREOF)
By: /s/ Xxxxxx Xxxxx
----------------------------------------
Xxxxxx Xxxxx
General Partner
NUR MACROPRINTERS LTD.
By: /s/ Xxxx Xxxxxxx
----------------------------------------
Xxxx Xxxxxxx
President and Chief Executive Officer
SALSA DIGITAL PRINTERS LTD.
By: /s/ Xxxx Xxxxxxx
----------------------------------------
Xxxx Xxxxxxx
President
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NUR HUNGARY TRADING AND SOFTWARE
LICENSING LIMITED LIABILITY COMPANY
By: /s/ Xxxxx Xxxxxx
----------------------------------------
Xxxxx Xxxxxx
Managing Director
NUR ASIA PACIFIC LTD.
By: /s/ Xxxx Xxxxxxx
----------------------------------------
Xxxx Xxxxxxx
Director
NUR EUROPE S.A.
By: /s/ Xxxx Xxxxxxx
----------------------------------------
Xxxx Xxxxxxx
Director
ENCRE CONSUMABLES B.V.
By: /s/ Xxxxx Xxxxxx
----------------------------------------
Xxxxx Xxxxxx
Authorized Representative
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Exhibit 3.2 (dated July 3, 2000)
ALLOCATION OF PURCHASE PRICE,
PURCHASED ASSETS AND ASSUMED LIABILITIES
(capitalized terms shall have the meanings set forth in the Asset Purchase
Agreement, as amended)
(a) ALLOCATION OF THE PURCHASE PRICE. The allocation of the Purchase
Price shall be made by NUR and Salsa Digital within 30 days after the Closing.
(b) ALLOCATION OF PURCHASED ASSETS AND ASSUMED LIABILITIES. The
Purchased Assets and Assumed Liabilities shall be allocated among the Purchasing
Subsidiaries in the following order:
(1) Tangible Assets:
(A) All tangible Purchased Assets located in China on
the date hereof shall be allocated and transferred
to NUR Asia Pacific Ltd.
(B) All tangible Purchased Assets located in Belgium
on the date hereof shall be allocated and
transferred to NUR Europe S.A.
(C) 100% of the outstanding capital stock of Signtech
Japan, Ltd. shall be allocated and transferred
Encre Consumables B.V.
(D) The Subsidiary Purchase Option is not being
exercised with respect to Salsa Technology Pte
Ltd. or Salsa Digital DO Brasil, except to the
extent of the Salsa Brasil Purchase Option
(E) All other tangible assets included in the
Purchased Assets under the Asset Purchase
Agreement shall be allocated and transferred to
Salsa Digital Printers Ltd.
(2) Intangible Assets. Intangible Assets shall mean
Intellectual Property, including, without limitation, all trademarks, trade
names, technology, know-how, manufacturing rights, distribution rights, customer
lists and goodwill.
(A) All Intangible Assets shall be allocated and
transferred to NUR Hungary Trading and Software
Licensing Limited Liability Company, except as set
forth in (2)(B) below.
(B) All rights to use the Intellectual Property in the
United States shall be allocated to Salsa Digital
Printers Ltd. The ownership of all US trademarks
and patents shall be held by Salsa Digital
Printers Ltd.
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