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ASSET PURCHASE AGREEMENT
BY AND AMONG
NEW ENGLAND BUSINESS SERVICE, INC.,
NEBS BUSINESS FORMS LTD.,
XxXXX SYSTEMS OF CANADA, INC.,
AND
XXXX CORP.
MAY 1, 1998
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ASSET PURCHASE AGREEMENT
This Agreement is entered into on May 1, 1998, by and among New England
Business Service, Inc., a Delaware corporation ("NEBS"), NEBS Business Forms
Ltd., an Ontario corporation (the "Buyer"), XxXxx Systems of Canada, Inc.,
an Ontario corporation (the "Seller"), and XXXX Corp., a Colorado
corporation (the "Stockholder"). NEBS, the Buyer, the Seller and the
Stockholder are referred to collectively herein as the "Parties."
WITNESSETH:
WHEREAS, the Seller produces and sells checks, accounting forms, and other
printed materials; and
WHEREAS, the Seller desires to sell, transfer and assign to the Buyer, and
the Buyer desires to purchase and acquire from the Seller, substantially all
the assets of the Seller, in return for cash and the assumption of certain
specified liabilities; and
WHEREAS, the Stockholder is the sole stockholder of the Seller and will
benefit directly from the sale of assets contemplated hereby.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations,
warranties, and covenants herein contained, the Parties hereto, intending to
become legally bound, hereby agree as follows.
ARTICLE I
DEFINITIONS
For the purposes of this Agreement, the following words and phrases, when
used herein, shall have the meanings specified or referred to below:
"Access Period" means the longer of (a) a period of five years following the
Closing Date, or (b) the period of time beginning on the Closing Date and
ending on the date when taxes may no longer be assessed or reassessed under
the applicable statutes of limitation, excluding any period of waiver or
extensions thereof.
"Acquired Assets" means all right, title, and interest in and to all of the
properties, assets, rights, privileges and business of the Seller, tangible
and intangible, including all of its (a) leaseholds and subleaseholds
therein, improvements, fixtures, and fittings thereon, and easements,
rights-of-way, and other appurtenants thereto (such as appurtenant rights in
and to public streets), (b) tangible personal property (such as machinery,
equipment, inventories of raw materials and supplies, manufactured and
purchased parts, goods in process and finished goods, furniture,
automobiles, trucks, tractors, trailers, tools, jigs, and dies),
(c) Intellectual Property, all goodwill associated therewith, licenses and
sublicenses granted and obtained with respect
