Asset Purchase Agreement Web Company

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Web Development Company Purchase Agreement

ASSET PURCHASE AGREEMENT

SUBSTANTIALLY ALL ASSETS OF

WEB DEVELOPMENT COMPANY

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made this ____ Day of _________, 20____ ("Effective Date") to be effective at 12:01 A.M., ____________, 20____ ("Closing Date") between ______________________________, a ______________ corporation (the "Seller"), and ______________________________, a _____________ corporation ("Purchaser").

WHEREAS, the Seller is the owner and operator of a web site development business located at the locations described in Exhibit "W" hereto the "Web Development Business"); and

WHEREAS, the Seller employs the Developers listed in Exhibit "V" attached hereto (the "Developers");

WHEREAS, the Seller owns various assets, including but not limited to, accounts receivable, inventory and certain other assets utilized by the Seller in its Web Development Business; and

WHEREAS, PURCHASER is a newly formed c[Paragraph Omitted But Included In Fully Licensed Version]hich desires to acquire substantially all of the assets of Seller in exchange for payment of the Purchase Price;

WHEREAS, the Seller desires to transfer substantially all of its ass[Paragraph Omitted But Included In Fully Licensed Version]ER solely in exchange for the Purchase Price as set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Seller agrees to sell, transfer and convey the Assets described herein to PU[Paragraph Omitted But Included In Fully Licensed Version]solely in exchange for the payment of the Purchase Price as further described herein.

ARTICLE I

DEFINED TERMS

When used in this Agreement, the following terms shall have the meanings specified:

1.1 "Accounts Receivable" shall mean [Paragraph Omitted But Included In Fully Licensed Version]

1.2 “Agreement" shall mean this Asset Purchase Agreement, together with all Exhibits and Schedules attached hereto.

1.3 "PURCHASER" shall mean _________________________________, a ____________ corporation and its successors and assign.

1.4 "Assets" shall mean the right, title and interest of the Seller, [Paragraph Omitted But Included In Fully Licensed Version], without limitation, all of the Seller's right, title and interest in and to the following:

(a) The rights of the Seller in and to the Leases covering real property which are used in connection with the Corporation's business, including but not limited to those which are listed on Exhibit "B".

(b) The rights of the Seller in and to the Leases covering personal property used in connection with the Seller's business, including, but not limited to, the Equipment leased by th[Paragraph Omitted But Included In Fully Licensed Version]h are listed on Exhibit "C".

(d) Current and useable inventory of su[Paragraph Omitted But Included In Fully Licensed Version]ice supplies and other disposables and consumables on hand or under order for use in the Web Development Business on the Effective Date.

(e) The Contracts.

(f) Accounts Receivable, Contract Rights and G[Paragraph Omitted But Included In Fully Licensed Version]Seller for services provided after the Closing Date.

(g) Prepaid expenses of the Seller.

(h) All office furniture, chairs, desks, copiers, telephone systems, computer networks and hardware, conference tables, work stations, whether or not such items are specifically listed in exhibits hereto.

(i) The Records, excluding only those Records relating to the Excluded Assets.

(j) Permits, licenses, certificates and governmental authorizations, approvals, license applications or related certifications obtained in connection with the operation of th[Paragraph Omitted But Included In Fully Licensed Version]ent Business. Licenses shall be transferred only to the extent that transfer is permitted by law.

(k) Data processing programs, software programs, computer printouts, data bases and hardware and related items used in the conduct of the business of the Web Development Business, including accounting, invoices, auditing, and data processing bases and programs, including but not limited to the Software Programs as defined herein.

(l) All inventories of computer programming code, graphics sources, CGI scripts, and other items used in the web site development process, all documentation, user manuals and instructions related to the same, and all other useable and reusable supplies on hand in the ordinary course of Seller’s business.

(m) All equity ownerships, joint venture interests, participation agreements, percentage marketing arrangements, partnerships, limited liability company memberships, share ownership, and other participation arrangements related directly or indirectly to the Web Development Business.

(n) Intangible assets, all telephone numbers, trade names, trademarks, copyrights, trade secrets, service marks and service names, and applications therefore, and all Intellectual Property use[Paragraph Omitted But Included In Fully Licensed Version]h the operation of the Web Development Business or that have been developed through the operation of the Web Development Business.

(o) Rights, claims and causes of action held by the Seller which have accrued as a result of the operation of its business, and all other claims and rights of the Seller of every kind under or p[Paragraph Omitted But Included In Fully Licensed Version]e by suppliers in connection with products, materials or services included in the Assets.

(p) All technical information, documentation and descriptive materials used in connection with or otherwise related to the Seller’s business.

(q) All other assets, real, personal or mixed, tangible or intangible, used by the Seller in connection with the operations of its Web Development Business other than the Excluded Assets.

1.5 "Assumed Liabilities" shall mean and shall be limited to [Paragraph Omitted But Included In Fully Licensed Version]

1.6 "Closing" shall mean the consummation and effectuation of the Seller's transactions contemplated herein pursuant to the terms and conditions of this Agreement as such shall be held at a mutually acceptable date and time, in the offices of ________________________, ________________________, ________________________, or at such other place as directed by PURCHASER, or within five (5) business days after receipt of all necessary consents and approvals of the transaction or on such other date or at such time or place as is mutually agreed upon by the parties hereto.

1.7 "Closing Date" shall mean the date on which Closing actually occurs and the consummation of this transaction becomes subject to the terms of the Escrow Agreement.

1.8 “Computer Equipment” shall mean and include [Paragraph Omitted But Included In Fully Licensed Version]

1.9 "Contracts" shall mean those agreements (other than those included in the Excluded Assets and other than the Leases) under which the Seller conducts the Web[Paragraph Omitted But Included In Fully Licensed Version]siness, including but not limited to the Development Agreements and those agreements described in Exhibit "F".

1.10 "Contract Rights and General Intangibles" shall includ[Paragraph Omitted But Included In Fully Licensed Version]ot be limited to any right to payment under any contract, insurance policy, (including but not limited to the Contracts).

1.11 "Conveyance Documents" shall mean and include all documents referred to in this Agreement or otherwise required to consummate the transaction contempl[Paragraph Omitted But Included In Fully Licensed Version]ut not limited to bills of sale, assignments of leases, assignments of equipment leases, assignments of contracts, employment agreements, assignments of tradenames and other intangible assets, and any other documents reasonably required by PURCHASER to consummate the sale of assets pursuan[Paragraph Omitted But Included In Fully Licensed Version]s Agreement and place PURCHASER in full ownership and operating control of the Assets.

1.12 "Developer" shall mean the Developers who are listed in Attachment Q of this Agreement.

1.13 “Development Contracts” shall mean and include [Paragraph Omitted But Included In Fully Licensed Version].

1.14 "Effective Date" shall mean the date set forth in the first paragraph of this Agreement and defined therein as the Effective Date.

1.15 "Encumbrances" shall mean any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, lien, lease or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, affecting any assets or property, including any agreement to give or grant any of the foregoing, any conditional sale or other title retention agreement and the filing of or agreement to give any financing statement with respect to any assets or property under the Uniform Commercial Code or comparable law of any jurisdiction, or, except as consented to PURCHASER in writing, any easements, covenants, agreements, understandings, defects or irregularities affecting title to any assets or property.

1.16 "Environmental Laws" shall mean [Paragraph Omitted But Included In Fully Licensed Version]

1.17 "Equipment" shall mean all machinery, equipment, furniture, fixtures, office furnishings, tools, software, parts and other items of tangible personal property used or useable i[Paragraph Omitted But Included In Fully Licensed Version]on of the Business, including but not limited to the Computer Equipment and those items listed on Exhibit "H".

1.18 "ERISA" shall mean the Employee Retirement Inco[Paragraph Omitted But Included In Fully Licensed Version] of 1974, as amended.

1.19 "Excluded Assets" shall mean [Paragraph Omitted But Included In Fully Licensed Version].

1.20 Exhibit" Volume shall mean a volume of all Exhibits referred to in this Agreement.

1.21 “Intellectual Property” shall mean and include all [Paragraph Omitted But Included In Fully Licensed Version]

1.22 "Leases" shall mean those leases of real and personal property r[Paragraph Omitted But Included In Fully Licensed Version]b Development Business to be assigned by the Seller to PURCHASER and to be assumed by P[Paragraph Omitted But Included In Fully Licensed Version]HASER, including without limitation those real and personal property leases described on Exhibits "B" and "C".

1.23 "Records" shall mean files and records, in whatever form, including [Paragraph Omitted But Included In Fully Licensed Version]

1.24 "Retained Liabilities" shall mean all of the obligations and liabilities of the Seller, whether now existing or previously or hereafter incurred, other than the Assumed Liabilities, which Retained Liabilities shall include but not be limited to [Paragraph Omitted But Included In Fully Licensed Version]

1.25 "The Seller" shall mean ________________________ and its predecessors.

1.26 “Software Programs” shall mean and include all programs used in connection with the Seller’s business, including but not limited to those programs listed in Exhibit “I” attached hereto and all licenses and rights to use such Software Programs, all warranties related to the Software Programs, and any and all rights related thereto.

ARTICLE II

TRANSFER OF THE SELLER'S ASSETS

2.1 Transfer of Assets. Upon the terms and conditions set forth in this Agreement, as of the Closing Date, the Seller shall transfer, assign, convey and deliver good and marketable title to [Paragraph Omitted But Included In Fully Licensed Version]

2.2 Assumption of Certain Liabilities. At Closing, PURCHASER will assume only [Paragraph Omitted But Included In Fully Licensed Version]

(a) the Seller's liability for real property lease payments due a[Paragraph Omitted But Included In Fully Licensed Version]le on and after the Closing Date under the real property leases listed on Exhibit "B".

(b) the Seller's liability for equipment lease payments due and payable on and after the Effective Date under the equipment leases listed on Exhibit "C".

(c) the Seller's liability on and after the Effective Date un[Paragraph Omitted But Included In Fully Licensed Version]ts (other than equipment leases) listed on Exhibit "F” and Exhibit “G".

(d) the Seller's liability for the "Assumed Liabilities" specifically listed in Exhibit "D" hereto.

2.3 Non-Assumption of Liabilities and Obligations of the Seller. PURCHASER does not and shall not assume any debt, liability or other obligation of the Seller, Developers or the Web Development Business, including specifically but not limited to the Retained Liabil[Paragraph Omitted But Included In Fully Licensed Version]rued in connection with the Web Development Business or otherwise except for the Assumed Liabilities.

2.4 Further Acts and Assurances. The Seller and Developer shall at any time at and after Closing, upon request of PURCHASER, take any and all steps necessary to place PURCHASER in possession and operating control of the Assets and the business to be transferred hereunder and will do, execute, acknowledge and [Paragraph Omitted But Included In Fully Licensed Version]

2.5 Employees and Benefits. As of the Closing Date and subject to the terms and conditions of the Escrow Agreement, PURCHASER agrees that all "at will" employees of the Seller as listed on Exhibit "J" hereof shall become "at will" employees of PURCHASER, and shall receive compensation and benefits substantially similar to those set forth in Exhibit "J" hereof. [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE III

PAYMENT OF PURCHASE PRICE

3.1 Purchase Price. [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represent and warrant to PURCHASER as follows:

3.1 Organization, Corporate Power and Qualification. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of [Paragraph Omitted But Included In Fully Licensed Version]rporate power to own, lease and operate its properties and assets and to carry on its business as now being conducted.

3.2 Authority; Binding Effect. The Seller has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The Seller has taken all action required by law, and by the Seller's Articles of Incorporation and By-Laws and shareholders' agreement, if any, to autho[Paragraph Omitted But Included In Fully Licensed Version]

3.3 Title to Assets.

[Paragraph Omitted But Included In Fully Licensed Version]

3.3 Contracts and Leases. [Paragraph Omitted But Included In Fully Licensed Version]

3.4 Defaults and Consents. Except as disclosed on Exhibit "N", the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not (i) result in any material liability to the Seller; (ii) constitute a violation of or a default under, or a co[Paragraph Omitted But Included In Fully Licensed Version]y term or provision of the Articles of Incorporation or By-Laws or any shareholders' agreement, if any, of the Seller or any license, permit, order, writ, injunction or decree of any court, governmental agency or arbitration tribunal, or any contract, commitment, indenture, lease, s[Paragraph Omitted But Included In Fully Licensed Version]

3.5 Litigation, Etc. Except as disclosed in Exhibit "O", there is no litigation, arbitration, governmental claim, investigation or proceeding pending or threatened against the Seller or Developer at law or in equity, before any court, arbitration tribunal, licensing authority or governmental agency.

3.6 Court Orders, Decrees and Laws. There are no outstanding or threatened orders, writs, injunctions or deliverers of any court, governmental agency or arbitration tribunal against or aff[Paragraph Omitted But Included In Fully Licensed Version]the Web Development Business, the Seller, Developer or the As[Paragraph Omitted But Included In Fully Licensed Version] no pending or threatened investigation or proceeding by any governmental authorities.

3.7 Licenses. Exhibit "P" contains a list of all federal, state and local permits, certificates, licenses, approvals and other authorizations held by the Seller or Developers which are necessary or useful in the conduct and operation of the Web Development Business. All such licenses and permits of the Seller or Developer are in full force and effect. The Seller and Developer are not in violation of any[Paragraph Omitted But Included In Fully Licensed Version]

3.8 Employee Matters. Included as Exhibit "J" and Exhibit "V" is a list of all current Developer employees and non-Developer employees of the Seller as of the date of this Agreement. Exhibit "J" and Exhibit “V” shall include their annual or hourly rate of compensation, date of hire, and position.

3.9 Insurance; Liability Claims. [Paragraph Omitted But Included In Fully Licensed Version]

3.10 No Finders or Brokers. The Seller has not engaged any finder or broker in connection with the transactions contemplated hereunder and no person acting on behalf of the Seller has a claim against the Seller for any brokerage, finder's fee or similar compensation.

3.11 Employee Benefit Plans. [Paragraph Omitted But Included In Fully Licensed Version]

3.12 Environmental Matters. [Paragraph Omitted But Included In Fully Licensed Version]

3.13 Survival of Representations and Warranties. Unless otherwise noted herein, all representations, warranties, covenants and agreements of the parties contained in this Agr[Paragraph Omitted But Included In Fully Licensed Version]tion and delivery of this Agreement and the consummation of the transactions contemplated hereby, notwithstanding any examination or investig[Paragraph Omitted But Included In Fully Licensed Version]ny party shall have relied on such representation, warranty, covenant or agreement made by, or on behalf of, any party at any time.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

PURCHASER represents and warrants as follows:

4.1 Organization and Standing of PURCHASER. PURCHASER is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has full corporate power to own and operate its properties and assets and to carry on its business as and where it is now being [Paragraph Omitted But Included In Fully Licensed Version]

4.2 Authority; Binding Effect. PURCHASER has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. PURCHASER has taken all action required by law and by PURCHASER's Articles of Incorporation and By-Laws to authorize the execution and delivery of this [Paragraph Omitted But Included In Fully Licensed Version]

4.3 No Finders or Brokers. Neither PURCHASER nor any officer or director thereof has engaged any finder or broker in connection with the transactions contemplated hereunder.

4.4 Litigation; Court Orders. To the best of PURCHASER's knowledge, there is no litigation, arbitration, proceeding, either pending or threatened, or outstanding orders, writs, injunctions or decrees of any court, governmental agency or tribunal which prevents PURCHASER from consummating the transactions contemplated hereby.

ARTICLE V

COVENANTS OF THE SELLER

The Seller hereby covenants and agrees as follows:

5.1 Access and Information. Between the Effective Date and the later of the Closing Date, the Seller shall give to representatives of PURCHASER reasonable access [Paragraph Omitted But Included In Fully Licensed Version]

5.2 Conduct of Business. Between the Effective Date and through the date of final transfer of the Conveyance Documents to PURCHASER, [Paragraph Omitted But Included In Fully Licensed Version]

5.3 Efforts to Secure Consents. The Seller shall take[Paragraph Omitted But Included In Fully Licensed Version]ary corporate actions and shall, on or before the Closing Date, obtain and deliver to PURCHASER in writing, effective as of the Closing Date, such consents as are necessary to effect a valid and binding transfer or assignment so as to enable PURCHASER to [Paragraph Omitted But Included In Fully Licensed Version]

5.4 Confidential Information. The Seller shall keep confidential the terms of this Agreement and the Agreements to be executed at Closing and all information provided by PURCHASER regarding the business plan, financial condition and operations of PURCHASER and shall exercise the same care in handling such information[Paragraph Omitted But Included In Fully Licensed Version]

5.5 Governmental or Departmental Violations. The Seller shall make every attempt to comply with all notices of violations of law or municipal ordinances, orders or requirements noted in or issued by government agencies or departments having authority with respect to buildings, fire, labor, health, or any other federal, state or municipal department having jurisdiction against or affecting the operation of the Web Development[Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE VI

COVENANTS OF PURCHASER

6.1 Information. PURCHASER shall promptly provide to the Seller upon request any information or documents reasonably necessary for the Seller or its stockholders to make an informed judgment as to the advisability of consummating the transactions contemplated hereby or to verify the representations and warranties[Paragraph Omitted But Included In Fully Licensed Version]

6.2 Corporate Action and Consents. PURCHASER will take all necessary corporate and other action and obtain all consents, approvals and amendments of agreements required of it to [Paragraph Omitted But Included In Fully Licensed Version]

6.3 Confidential Handling of Documents. Except as required in connection with any financing, PURCHASER shall keep confidential all information regarding the business[Paragraph Omitted But Included In Fully Licensed Version]ndition and operations of the Seller which is not in the public domain, and shall exercise the same care in handling such information as it would exercise with similar information of its own.

6.4 Access to or Furnishing of Information about PURCHASER. PURCHASER shall make available, during this course of the transactions described herein and prior to this Asset sale, to the Seller [Paragraph Omitted But Included In Fully Licensed Version] answers from, PURCHASER or any person acting on its behalf.

ARTICLE VII

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SELLER

All obligations of the Seller which are to be discharged under this Agreement at Closing are subject to the performance, at or prior to Closing, of all covenants and agreements contained herein which are to be performed by PURCHASER at or prior to Closing and to the fulfillment at, or prior to, Closing, of each of the following conditions (unless expressly waived in writing by the Seller at any time at or prior to Closing):

7.1 Representations and Warranties True. [Paragraph Omitted But Included In Fully Licensed Version]

7.2 No Obstruction Proceeding. [Paragraph Omitted But Included In Fully Licensed Version]

7.3 Consents and Approvals. Any consents required from any public or regulatory agency having jurisdiction shall have been received, and any consents required from third parties to the assignment to[Paragraph Omitted But Included In Fully Licensed Version]

7.4 Proceedings and Documents Satisfactory. All proceedings in connection with the Asset sale and all certificates and documents delivered to the parties pursuant to t[Paragraph Omitted But Included In Fully Licensed Version]t shall be satisfactory in form and substance to the parties acting reasonably and in good faith.

7.5 Employment of Developers. [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE VIII

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER

All obligations of PURCHASER which are to be discharged under this Agreement at Closing are subject to the performance, at or prior to Closing, of all covenants and agreements contained herein which are to be performed by the Seller at or prior to Closing and to the fulfillment at or prior to Closing of each of the following[Paragraph Omitted But Included In Fully Licensed Version]):

8.1 Representations and Warranties True. [Paragraph Omitted But Included In Fully Licensed Version]

8.2 No Obstructive Proceeding. No action or proceedings shall have been instituted against, and no order, decree or judgment of any court, agency, commission or governmental authority [Paragraph Omitted But Included In Fully Licensed Version]

8.3 Consents and Approvals. Any consents required from any public or regulatory agency having jurisdiction shall have been received and any consents required from third parties to the assignment to PURCHASER of any of the Assets or to the subleasing to PURCHASER of any property shall have been received.

8.4 Proceedings and Documents Satisfactory. All proceedings in connection with the transfer of Assets and all certificates and documents delivered to the parties pursuant to this Agreement[Paragraph Omitted But Included In Fully Licensed Version].

8.5 No Adverse Change. [Paragraph Omitted But Included In Fully Licensed Version]

8.6 The Seller's Leases. PURCHASER shall have received executed lease assignments and lease amendments from the Seller concerning the lease of real property located at and the lease of certain equipment.

8.7 Receipt of Transfer Documents. PURCHASER shall have received an executed Bill of Sale, and such other assignments and transfer documents necessary to transfer to PURCHASER good and marketable title to the Assets.

8.8 Employment of Developers. [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE IX

TERMINATION

10.1 Optional Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date as follows:

[Paragraph Omitted But Included In Fully Licensed Version]

10.2 Notice of Abandonment. In the event of such termination by either PURCHASER or the Seller pursuant to Section 10.1, written notice shall forthwith be given to the other party hereto.

10.3 Termination. If this Agreement is terminated as provided above, [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE XI

INDEMNIFICATION

11.1 Indemnity by the Seller. [Paragraph Omitted But Included In Fully Licensed Version]

11.2 Indemnity by PURCHASER. [Paragraph Omitted But Included In Fully Licensed Version]

11.3 Rules Regarding Indemnification. [Paragraph Omitted But Included In Fully Licensed Version]

11.4 Remedies Cumulative. Except as herein expressly provided, the remedies provided in this Article X shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other rights or remedies against any other party hereto.

ARTICLE XII

MISCELLANEOUS

[Paragraph Omitted But Included In Fully Licensed Version]

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