ASSET PURCHASE AGREEMENT Dated as of February 13, 2008 By and Among MACROVISION CORPORATION and FLEXCO HOLDING COMPANY, INC.Asset Purchase Agreement • February 21st, 2008 • Macrovision Corp • Services-computer integrated systems design • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2008, by and among Macrovision Corporation, a Delaware corporation (“Mars”) and certain Affiliates of Mars to be identified by Mars to take part in the transaction (collectively with Mars, “Sellers” and each individually with Mars, a “Seller”) and Flexco Holding Company, Inc., a Delaware corporation (“Pluto”) and certain Affiliates of Pluto to be identified by Pluto to take part in this transaction (collectively with Pluto, “Buyers” and each individually with Pluto, a “Buyer”). Prior to the Closing, each of Mars and Pluto will inform the other of any of its Affiliates which will become a party to any Transaction Documents as of the Closing. Each of Mars and Pluto acknowledges and agrees that the other retains the right to have all of its obligations performed by, and all of its rights inure to the benefit of, its identified Affiliates; provided, however, that any such designation of Affiliates
