1
EXHIBIT 1.7
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the "Agreement"), dated as of May 4,
1998, is made and entered into by and between CSI COMPUTER SPECIALISTS INC., a
Delaware corporation (the "Purchaser"), and INTERSCIENCE COMPUTER CORPORATION, a
California corporation (the "Seller").
RECITALS:
WHEREAS, Seller is engaged in the business of, among other things,
servicing and maintaining laser printers (and the sale of consumable products in
connection therewith) through maintenance contracts with its customers (the
"Business") including the service and maintenance of high speed laser printers
manufactured by Siemens Nixdorf Printing Systems (the "Siemens Laser Printer
Maintenance Business"); and
WHEREAS, Seller desires to sell, transfer and assign to Purchaser, and
Purchaser desires to purchase and acquire from Seller, certain of the assets of
Seller relating to the operation of the Siemens Laser Printer Maintenance
Business and in connection therewith, Purchaser has agreed to assume certain of
the liabilities of Seller relating to Seller's Siemens Laser Printer Maintenance
Business, all on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I.
SALE OF ASSETS AND CLOSING
1.1 Assets.
1.1.1 Assets Transferred. On the terms and subject to the
conditions set forth in this Agreement, Seller will
sell, transfer, convey, assign and deliver to Purchaser,
and Purchaser will purchase and pay for, at the Closing,
all of Seller's right, title and interest in, to and
under the following Assets of Seller which were used by
Seller in connection with the Siemens Laser Printer
Maintenance Business as the same shall exist on the
Closing Date (collectively, the "Assets"):
1.1.1.1 Business Contracts With Customers. Certain
purchase orders, computer maintenance or service
agreements and other contracts listed on
attached Schedule 1.1.1.1 hereto which are
utilized in or part and parcel of the conduct of
the Siemens Laser Printer Maintenance Business
(the "Business Contracts"). Seller represents
that these Business Contracts are
2
transferable by Seller; in lieu of language to
that effect in the Business Contracts. Seller
will provide consents signed by its customers
agreeing to this transfer.
1.1.1.2 Books and Records. Copies of all Books and
Records used or held for use relating to the
Assets, including copies of all maintenance and
other technical manuals used in connection with
the Siemens Laser Printer Maintenance Business
and the Business Contracts (the "Business Books
and Records").
1.1.1.3 Other Assets and Properties. All other Assets
and Properties of Seller (and its assignment
estate) listed on attached Schedule 1.1.1.3
(the "Other Assets") and used or held for use in
connection with the Siemens Laser Printer
Maintenance Business except the Excluded Assets
(as defined in Section 1.1.2).
1.1.2 Excluded Assets. Notwithstanding anything in this
Agreement to the contrary, except for those assets
explicitly set forth in section 1.1.1. above, all
other assets are excluded from said sale including any
inventory used to service said accounts.
1.1.2.1 Accounts Receivable. All accounts receivable and
the proceeds thereof, as of closing date,
representing revenues and proceeds of sales
made, completed and delivered by Seller prior to
closing including without limitation, all
payments, notes, bonds and other evidences of
Indebtedness of and rights to receive payments
arising out of sales or otherwise occurring in
the conduct of the Siemens Laser Printer
Maintenance Business and any rights of Seller
with respect to any third party collection
procedures or any other Actions or Proceedings
which have been commenced in connection
therewith (the "Accounts Receivable").
1.1.2.2 Inventory and Other Parts. Inventory or other
parts manufactured by Seller or used by Seller
in connection with the Siemens Laser Printer
Maintenance Business, including all finished
goods, raw materials, replacement parts,
consumable products and manufacturing supplies
(the "Inventory") located at sites and at the
storage unit in Maryland will be negotiated by
separate agreement.
1.2 Liabilities.
1.2.1 Assumed Liabilities. In connection with the sale,
transfer, conveyance, assignment and delivery of the
Assets pursuant to this Agreement, on the terms and
subject to the conditions set forth in this Agreement,
at the Closing, Purchaser will assume and agree to pay
3
perform and discharge when due the following obligations
of Seller arising in connection with the operation of
the Siemens Laser Printer Maintenance Business, as the
same shall exist on the Closing Date (the "Assumed
Liabilities"), and no others.
1.2.1.1 Obligations Under Contracts and Licenses. With
respect to the Siemens Laser Printer Maintenance
Business, those obligations of Seller under the
Business Contracts listed in attached Schedule
1.1.1.1, hereto to be performed as those
Business Contracts are modified and assumed, to
the satisfaction of Purchaser in Purchaser's
sole and complete discretion, on or after the
Closing Date, and excluding any such obligations
arising or to be performed prior to the Closing
Date.
1.3 Purchase Price; and Allocation.
1.3.1 The purchase price for the Business Contracts
(collectively "the Purchase Price"), shall be as
follows: $10,000.00 in Cash at closing.
1.3.2 Payment of Sales, Use and Transfer Taxes. Purchaser
shall pay all sales, use, transfer, and other similar
taxes and fees ("Transfer Taxes") arising out of or in
connection with the transactions effected pursuant to
this Agreement.
1.3.3 No Conflicts. The execution and delivery by Purchaser
of this Agreement does not, and the execution and
delivery by Purchaser of the Business Contracts to which
it is a party, the performance by Purchaser of its
obligations under this Agreement and such Business
Contracts and the consummation of the transactions
contemplated hereby and thereby will not conflict with
or result in a violation or breach of any of the terms,
conditions or provisions of the certificate or articles
of incorporation or by-laws or other comparable
corporate charter document of Purchaser or constitute
(with or without notice or lapse of time or both) a
default under, require Purchaser to obtain any consent,
approval or action of, make any filing with or give any
notice to any Person as a result or under the terms of,
any Contract or License to which Purchaser is a party.
ARTICLE II
MISCELLANEOUS
4
2.1 Notices. All notices, requests and other communications
hereunder must be in writing and will be deemed to have been
duly given only if delivered personally or by facsimile
transmission or mailed (first class postage prepaid) to the
parties at the following addresses or facsimile numbers:
If to Purchaser, to:
CSI, Computer Specialists Inc.
000 Xxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Facsimile No.:
Attn: Xx. Xxxx Xxxxxxx
If to Seller, to:
Interscience Computer Corporation
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxx Xxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attn: Xx. Xxxxxx Xxxxxxxx
All such notices, requests and other communications will (I) if
delivered personally to the address as provided in this Section, be deemed given
upon delivery, (II) if delivered by facsimile transmission to the facsimile
number as provided in this Section, be deemed given upon receipt, and (III) if
delivered by mail in the manner described above to the address as provided in
this Section, be deemed given upon receipt (in each case regardless of whether
such notice, request or other communication is to be delivered pursuant to this
Section). Any party from time to time may change its address, facsimile number
or other information for the purpose of notices to that party by giving notice
specifying such change to the other party hereto.
2.2 Entire Agreement. This Agreement and the Business Contracts
supersede all prior discussions and agreements between the
parties with respect to the subject matter hereof and thereof
and contains the sole and entire agreement between the parties
hereto with respect to the subject matter hereof and thereof.
2.3 Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all
of which together will constitute one and the same instrument.
5
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized officer of each party as of the date first above written.
INTERSCIENCE COMPUTER CORPORATION
a California corporation, Seller
By:____________________________________
Name:
Title:
CSI, COMPUTER SPECIALISTS INC.,
a Delaware corporation, Purchaser
By:____________________________________
Name:
Title:
