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[COMPANY LETTERHEAD]
December 19, 1996
Ms. Xxxxx Xxxxxxxxx
c/o LTM Corporation of America
00000 Xxxxxxxxx Xxxxxx
Xxx Xxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxx Xxxxxxxxx
Re: Sale of Lightmaker Assets
Dear Xxxxx:
Camera Platforms International, Inc. (the "Seller") hereby agrees to
sell to LTM Corporation of America (the "Buyer"), and the Buyer hereby agrees to
purchase from the Seller, certain assets described below, and the Buyer hereby
agrees to assume from Seller, certain liabilities described below, on the terms
and conditions hereinafter set forth.
1. Assets to be Acquired.
a. The Seller shall sell, assign and transfer to the Buyer, on
the date of the Closing, as hereinafter defined, all of the raw material
inventory, machinery, equipment and intellectual property, including the name,
trademarks, plans and know-how, of the Seller's Lightmaker division, as
described on Schedule 1 hereto, and all "Servicing Rights," as defined in
paragraph 1b. below (collectively, the "Assets"). The Seller agrees to execute
all such further documents as the Buyer shall reasonably require to effectuate
the transfer of the Assets to, and and to vest ownership of the Assets in, the
Buyer.
b. The term "Servicing Rights" shall mean the right to service
Lightmaker ballasts presented by third parties to the Seller for service. In
furtherance of the foregoing, upon the closing of this transaction, the Seller,
with input from the Buyer as to form, shall provide notice of this transaction
to all of its customers, advising that all service requests shall be forwarded
to the Buyer. Additionally, after completion of the transaction, the Seller
shall use its best efforts to direct any customers requesting service of their
Lightmaker or other ballasts to the Buyer.
2. Purchase Price. In consideration for the transfer of the Assets as
described in paragraph 1 hereof, the Buyer shall pay to the Seller a purchase
price in the amount of One Hundred Ten Thousand Dollars ($110,000) (the
"Purchase Price"). The Purchase Price shall be paid by the Buyer to the Seller
by cashiers check at the Closing.
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LTM Corporation of America
Attention: Xxxx Xxxxxxxxx
December 19, 1996
Page 2
3. Warranty Claims. As additional consideration for the transfer of the
Assets by the Seller to the Buyer, the Buyer shall assume responsibility at its
sole cost and expense for all warranty claims made withrespect to: (i) all
ballasts sold by the Seller prior to the date of this agreement and (ii) the
sixteen ballasts manufactured by Seller which are to be available for sale
following the date of this agreement. Attached hereto are the following
schedules: Schedule 2 is a listing of all ballasts sold by the Seller during the
first ten months of 1996; Schedule 3 is a listing of all ballasts sold by the
Seller from November 1, 1996 up to the date of this agreement; and Schedule 4 is
a listing of the sixteen (16) ballasts manufactured by Seller and to be sold
following the date of this agreement.
4. Retained Assets and Liabilities. The Buyer acknowledges that the
Assets do not include the following items: (i) all of the Seller's finished
goods inventory, which the Seller shall have the right to sell to third parties
following the Closing under the Lightmaker name; and (ii) all accounts
receivable generated by the Seller's Lightmaker division prior to the Closing,
or after the Closing with respect to the finished goods inventory retained
hereunder. Notwithstanding the foregoing, and subject to the completion of an
agreement containing terms and conditions mutually satisfactory to the parties,
the Seller shall provide the sixteen (16) ballasts listed on Schedule 4 to the
Buyer to be sold by the Buyer on a consignment basis. The Buyer shall not be
assuming the following liabilities, for which the Seller shall remain liable,
notwithstanding the sale of Assets set forth herein: (x) all accounts payable
incurred by the Lightmaker division prior to the Closing; (y) all employee
obligations (including without limitation, severance, vacation and sick pay)
arising as a result of the closing of the Seller's Lightmaker division; and (z)
all product liability claims asserted by any third party in connection with any
ballast sold by the Seller.
5. Closing. This transactions contemplated herein shall be completed
on December 20, 1996 at the offices of the Seller located at 00000 Xxxxxx
Xxxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (the "Closing"). The Buyer acknowledges that
time is of the essence of this transaction.
6. Delivery at the Closing.
a. At the Closing the Buyer shall deliver to the Seller a
cashiers check in the amount of $110,000.
b. At the Closing the Seller shall deliver the following
items to the Buyer:
i. A bill of sale, evidencing the transfer of the
Assets; and
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LTM Corporation of America
Attention: Xxxx Xxxxxxxxx
December 19, 1996
Page 3
ii. An assignment of the Lightmaker trademark, name
and other intellectual property.
7. Due Diligence/As-Is Purchase. The Buyer hereby acknowledges and
agrees that it has had a full and fair opportunity to conduct a thorough due
diligence examination of the Assets, that it is purchasing the Assets and
assuming the Liabilities based solely on such due diligence examination, and
that it is not relying on the Seller in choosing to complete this transaction.
The Buyer further acknowledges and agrees that the Seller is transferring and
the Buyer is acquiring the Assets "as-is," without any representation or
warranty by the Seller as to the condition of the Assets or their fitness for
any purpose whatsoever. The Buyer represents that it has the expertise to
examine and assess the suitability of the Assets, that it has done so, and that
it is relying solely on its own examination, rather than the Seller, in its
assessment of the Assets.
8. Indemnification. Immediately upon demand, the Buyer shall indemnify,
defend and hold harmless the Seller, its directors, officers, shareholders,
partners, affiliates, subsidiaries, parent corporations, agents, representatives
and attorneys from and against any and all claims, damages, liabilities, demands
or causes of actions (whether or not suit is actually filed thereon) which may
be asserted against the Seller and which directly or indirectly involves the
Assets acquired by the Buyer or any warranty claims made with respect to the
Lightmaker ballasts.
9. Notice. Any notice, demand or communication provided pursuant to
this agreement shall be in writing, and delivered either (i) personally, in
which event it shall become effective upon delivery, (ii) by first class mail,
in which event it shall become effective on the fifth day after placing it in
the United States mail, (iii) by overnight mail, in which case it shall become
effective on the second day after placing it with such overnight mail service,
or (iv) by fax, in which case it shall become effective immediately upon
obtaining oral confirmation of receipt, provided that such notice, demand or
communication shall be addressed to the following parties at the following
addresses and/or fax number:
If to the Seller, before or on
December 31, 1996 Xx. Xxx Xxxxx
Camera Platforms International, Inc.
00000 Xxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Fax No. (000) 000-0000
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LTM Corporation of America
Attention: Xxxx Xxxxxxxxx
December 19, 1996
Page 4
If to the Seller, after
December 31, 1996 Xx. Xxx Xxxxx
Camera Platforms International, Inc.
00000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxxxxx, Xxxxxxxxxx 00000
Fax No. (To be supplied)
With a copy to: Xxxxxxx X. Xxxxxxxxx, Xxx
Xxxxxxxxxx & Xxxxxxxxx
0000 Xxxxxx xx xxx Xxxxx, #0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
(000) 000-0000
If to the Buyer: Xx. Xxxx Xxxxxxxxx
LTM Corporation of America
00000 Xxxxxxxxx Xxxxxx
Xxx Xxxxxx, Xxxxxxxxxx 00000-2501
Fax No. (000) 000-0000
Either party may change its address or fax number for receipt of notice
by providing notice of such change to the other party or parties in the manner
set forth above.
10. Entire Agreement. This agreement shall constitute the entire
agreement by and between the parties hereto with respect to the subject matter
hereof. Any modification to this agreement shall only be effective if in writing
signed by both of the parties hereto.
11. Further Assurances. The parties hereto shall cooperate with one
another, and shall take such further actions as the other shall reasonably
request in order to carry out the terms, conditions and intentions of this
agreement.
12. Attorney's Fees. In the event that any lawsuit is brought to
enforce the terms and conditions of this agreement, the prevailing party in any
such action shall be entitled to recover its costs and expenses incurred
therein, including without limitation, reasonable attorneys fees and court
costs.
13. No Third Party Beneficiaries. No person or entity not a party to
this agreement shall have the right to enforce any of the rights or remedies
provided hereunder or resulting herefrom, the intention being that there shall
be no third party beneficiaries to or of this agreement.
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LTM Corporation of America
Attention: Xxxx Xxxxxxxxx
December 19, 1996
Page 5
14. Binding on Successors. This agreement shall be binding upon, and
shall inure to the benefit of, the successors and assigns of the parties hereto.
15. No Presumption. This agreement was fully examined and negotiated
by and between the parties, and no presumption shall arise by the fact that the
agreement was physically prepared by one of the parties.
16. Counterparts. This letter agreement may be executed in
counterparts, which, when taken together, shall constitute a full, complete and
binding agreement.
17. Approval by Xxxxxx's Board. Notwithstanding the Seller's
execution of this letter, this agreement shall only become binding upon the
Seller upon the approval of the Seller's Board of Directors.
If the foregoing is acceptable, please execute this letter agreement in
the space provided below and return it to me. You may fax it to me at (805)
257-6179. If I have not received an executed copy of this agreement from you by
3:00 p.m. Pacific Standard Time, on Friday, December 20, 1996, then the offer
contained in this letter agreement shall be automatically withdrawn.
Cordially,
CAMERA PLATFORMS
INTERNATIONAL, INC.
/s/
Xxx Xxxxx,
President and Chief Operating Officer
AGREED AND ACCEPTED THIS
__ DAY OF DECEMBER, 1996
LTM CORPORATION OF AMERICA
By: /s/
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
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Its: Senior V.P.
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