ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 2nd, 2013 • Checkpoint Systems Inc • Communications equipment, nec • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of March 19, 2013, is entered into by and among CHECKPOINT SYSTEMS, INC., a Pennsylvania corporation (“US Seller”), and CHECKPOINT SYSTEMS CANADA, ULC, an Alberta corporation (“CAN Seller” and, together with US Seller, “Seller”) on the one hand, and CHECKVIEW INTERMEDIATE HOLDING II CORPORATION, a Delaware corporation (“US Purchaser”), on the other hand. Upon the delivery to Seller of a “Counterpart Signature Page and Joinder Agreement” in the form attached to this Agreement, duly executed by a newly formed Nova Scotia corporation, such corporation (“CAN Purchaser”) shall become a party hereto for all purposes. US Purchaser and CAN Purchaser are referred to herein together with US Purchaser as “Purchaser”).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 2nd, 2013 • Checkpoint Systems Inc • Communications equipment, nec • Delaware
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is dated as of the 28th day of April, 2013, by and among Checkpoint Systems, Inc., a Pennsylvania corporation (“US Seller”), Checkpoint Systems Canada, ULC, an Alberta corporation (“CAN Seller” and, together with the US Seller, “Seller”), Checkview Intermediate Holding II Corporation, a Delaware corporation (“US Purchaser”), and Checkview ULC, a Nova Scotia company (“CAN Purchaser” and, together with the US Purchaser, the “Purchaser”). Each Seller and each Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
