ASSET PURCHASE AGREEMENT by and among TGW Transportgeräte GmbH, Malibu Acquisition, Inc., Ermanco Incorporated and Paragon Technologies, Inc. May 20, 2005Asset Purchase Agreement • May 23rd, 2005 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip • Michigan
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of May 20, 2005, by and among TGW Transportgeräte GmbH, an Austrian corporation (“Buyer Parent”), Malibu Acquisition, Inc., a Michigan corporation and wholly-owned subsidiary of Buyer Parent (“Buyer”), Ermanco Incorporated, a Michigan corporation (“Seller”), and Paragon Technologies, Inc., a Delaware corporation and the sole stockholder of Seller (“Seller Parent”). Buyer Parent, Buyer, Seller and Seller Parent are sometimes individually referred to in this Agreement as a Party and collectively as the Parties. Capitalized terms used in this Agreement and not otherwise defined are defined in Article 8.
