ASSET PURCHASE AGREEMENT BY AND AMONG SPS COMMERCE, INC., CORNWELL CORPORATION, JOHN H. CORNWELL, CAROL D. CORNWELL, EDIFICE INFORMATION MANAGEMENT SYSTEMS, INC., EDIFICE EUROPE LIMITED AND EDIFICE JAPAN G.K.Asset Purchase Agreement • August 7th, 2012 • SPS Commerce Inc • Services-prepackaged software • Minnesota
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 6, 2012, by and among SPS Commerce, Inc., a Delaware corporation (“Buyer”), Cornwell Corporation, an Illinois corporation (“Cornwell Corp.”), Edifice Information Management Systems, Inc., a New Jersey corporation (the “Company”), Edifice Europe Limited, a company incorporated and registered in England and Wales with company number 06604583 (“Edifice Europe”), Edifice Japan G.K., a company organized under the laws of Japan (“Edifice Japan”), John H. Cornwell, a resident of the State of New Jersey (in his individual capacity, “John Cornwell,” and in his capacity as Sellers Agent hereunder, together with permitted successors, “Sellers Agent”), and Carol D. Cornwell, a resident of the State of New Jersey (“Carol Cornwell”). “Sellers” means the Company, Cornwell Corp., John Cornwell and Carol Cornwell. Article 9 contains definitions of certain capitalized terms.
