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AGREEMENT FOR PURCHASE AND EXCHANGE OF ASSETS
AGREEMENT dated as of the 29 day of December, 1995, by and among ASA
INTERNATIONAL VENTURES, INC., a Delaware Corporation ("ASA Ventures"); and ASA
INTERNATIONAL LTD., a Delaware corporation ("ASA International").
W I T N E S S E T H T H A T:
WHEREAS, ASA Incorporated ("ASA Inc."), a company which is engaged in the
computer software business wishes to sell certain of its assets;
WHEREAS, ASA Ventures, a company which is engaged in the computer software
business, wishes to acquire certain assets of ASA Inc. for the purpose of
exchanging certain assets with ASA International; and
WHEREAS, ASA International wishes to engage in an exchange of assets with
ASA Ventures.
Intending to be legally bound hereby, and in consideration of the mutual
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. PURCHASE OF ASSETS. ASA Ventures will use its best efforts to
purchase and acquire from ASA Inc., all of the customer intangibles of ASA Inc.
related to the CWI, BSD and Tire product lines (the "Assets") as more fully set
forth on SCHEDULE 1 on or before December___, 1995. In the event that ASA
Ventures is able to purchase and acquire the Assets, ASA Ventures agrees to
enter into an Agreement for Exchange of Intangibles with ASA International.
2. REPRESENTATIONS AND WARRANTIES OF ASA INTERNATIONAL. ASA
International represents and warrants to ASA Ventures, upon which
representations and warranties ASA Ventures relies, and which representations
and warranties shall survive the Closing, notwithstanding any investigation of
the affairs of ASA International by ASA Ventures, as follows:
(a) ASA International is a corporation duly organized, validly existing
and in corporate and tax good standing under the laws of the State of Delaware,
and has full corporate power and authority to own its properties and carry on
its business as it is now being conducted and as presently proposed to be
conducted.
(b) ASA International has full power and authority (corporate and
other) to execute and deliver this Agreement and consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby
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have been duly and validly authorized by the Board of Directors and
stockholder of ASA International, and no other corporate actions or
proceedings on the part of ASA International or its stockholder are necessary
to consummate the transactions so contemplated.
3. REPRESENTATIONS AND WARRANTIES OF ASA VENTURES. ASA Ventures
represents and warrants to ASA Inc. as follows:
(a) ASA Ventures represents and warrants that it is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware.
(b) ASA Ventures represents and warrants that any transfer by ASA Inc.
to ASA Ventures of the Assets will not violate the terms of any contract, loan
or other agreement under which ASA Ventures is now bound.
(c) ASA Ventures represents and warrants that the execution and
delivery of this Agreement and the consummation of the transactions contemplated
have been duly authorized by its Board of Directors.
(d) The representations and warranties of ASA Ventures contained in
this Agreement or its attachments or attendant documents shall be true and
correct in all respects as of the date when made and as of Closing as though
such representations were made at and as of Closing.
4. DISCLOSURE OF INFORMATION. ASA Ventures and ASA International each
agree that it will has not and will not disclose to the other any of its
confidential information, other than that information which is necessary to
complete the transaction contemplated by this Agreement. ASA International will
not release any information regarding this Agreement or the transaction
contemplated herein to any third party, including current or future employees of
ASA International, without the prior written approval of ASA Ventures.
5. EXPENSES. Whether or not the transactions contemplated hereby are
consummated, ASA Ventures and ASA International shall pay their own expenses
in connection with the negotiation, authorization, preparation, execution and
performance of this Agreement, including, without limitation, all fees and
expenses of investment banking firms, agents, representatives, counsel and
accountants. Each party to this Agreement has had the opportunity to consult
with independent legal counsel, and any decision by a party not to seek legal
counsel is that party's sole decision.
6. ENTIRE AGREEMENT. This Agreement sets forth the entire Agreement
and understanding of the parties, and there are no other prior or
contemporaneous written or oral agreements, undertakings, promises, warranties
or covenants not specifically referred to or contained herein or attached
hereto. This Agreement may be amended, modified or terminated only by a written
instrument signed by the parties hereto.
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7. BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their and each of their respective
heirs, executors, administrators, successors and permitted assigns, but may not
be assigned by any party without the prior written consent of the other parties;
except that ASA Ventures may assign its rights hereunder (a) to any affiliate of
ASA Ventures, provided that ASA Ventures shall guarantee and remain liable for
the performance of all of ASA Ventures' obligations hereunder; or (b) to any
purchaser of all or substantially all of ASA Ventures' business.
8. HEADINGS. The headings of the various paragraphs of this
Agreement are inserted merely for the purpose of convenience and do not
expressly or by implication limit, define or extend the specific terms or text
of the paragraph so designated.
9. LAW GOVERNING. This Agreement shall be governed in all respects,
whether as to validity, construction, capacity, performance or otherwise, by
the laws of the Commonwealth of Massachusetts without regard to its conflict
of laws principles in which it has been executed and in which it has a situs.
If any provision of this Agreement shall be held invalid by a court with
jurisdiction over the parties to this Agreement, then and in that event
such provision shall be deleted from the Agreement, which shall then be
construed to give effect to the remaining provisions thereof.
10. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall be considered one Agreement.
IN WITNESS WHEREOF, ASA Ventures and ASA International have caused this
Agreement for Purchase and Sale of Assets to be executed by their respective
duly authorized officers and have affixed their respective corporate seals all
on the day and year first above written.
Attest: ASA INTERNATIONAL VENTURES, INC.
/s/ XxxxXxx Xxxxxx By: /s/ Xxxxxxxx X. XxXxxxxx
----------------------------- -------------------------------
Attest: ASA INTERNATIONAL LTD.
/s/ XxxxXxx Xxxxxx By: /s/ Xxxxxxxx X. XxXxxxxx
----------------------------- -------------------------------
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Schedule 1
Description of Assets
The Assets consist of the following, as related to the CWI, BSD, and Tire
product lines:
Any and all information regarding the composition of the
customer market, market share, and any other value resulting
from the future provisions of goods or services pursuant to
relationships with customers (contractual or otherwise) in
the ordinary course of business.
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