This Asset Purchase and Sale Agreement (this "Agreement") is made and
entered into as of September 1, 1996 by and among Advanced Materials, Inc., a
California corporation ("Buyer"), Gasket and Molded Products, Inc., a Colorado
corporation ("Seller") and Richard S. Rouse, a shareholder of Seller (the
"Shareholder") and Neal M. Price, a shareholder of Seller (as to Section 5.3
only).
RECITALS
WHEREAS, subject to the terms and conditions hereof, Seller desires to sell
all of its right, title and interest in and to the properties and assets owned
or used or held for use by Seller, whether tangible or intangible, of every kind
whatsoever, including all those relating to or used in connection with, or
useful or necessary for the conduct of, or otherwise material to, Seller's
business, wherever located, and the goodwill pertaining thereto, except the
Excluded Assets (the "Assets"); and
WHEREAS, subject to the terms and conditions hereof, Buyer desires to
purchase said Assets of Seller for the consideration specified herein; and
WHEREAS, Shareholder has agreed to guarantee certain of the obligations of
Seller hereunder.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the provisions set
forth below, and subject to the terms and conditions set forth herein, the
parties agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings
indicated below:
"ACCOUNTS RECEIVABLE" shall have the meaning set forth in Section 3.13.
"ADJUSTED PURCHASE PRICE" shall have the meaning set forth in Section
2.5(b).
"AFFILIATE" shall mean, in respect of any specified Person, any other
Person that, directly or indirectly, controls, is controlled by, or is under
common control with, such specified Person or if such specified Person bears a
familial relationship with such other Person (the terms "controls," "controlled"
or "control" meaning the possession, directly or indirectly, of the power to
direct or cause the direction of management policies of a Person, whether
through the ownership of securities by contract or credit arrangement, as
trustee or executor, or otherwise).
"AFFILIATED PARTIES" shall have the meaning set forth in Section 7.1.
"AGENT" shall have the meaning set forth in Section 2.5(c).
"AGREEMENT" shall have the meaning set forth in the Preamble.
"ASSETS" shall have the meaning set forth in the Preamble.
"ASSUMED LIABILITIES" shall have the meaning set forth in Section 2.3.
"BUYER" shall have the meaning set forth in the Preamble.
"BUYER'S WARRANTY COSTS" shall have the meaning set forth in Section 5.4.
"CERCLA" shall have the meaning set forth within the definition of
"Environmental Protection Laws"
"CLOSING" shall have the meaning set forth in Section 2.4.
"CLOSING DATE" shall have the meaning set forth in Section 2.4.
"CODE" shall mean the Internal Revenue Code of 1986, as amended.
"CONTRACTS" shall have the meaning set forth in Section 2.1(c).
"EMPLOYMENT-RELATED AGREEMENTS" shall mean (i) any employment, consulting,
collective bargaining or similar agreement, whether written or oral, to which
Seller is a party or by which it is bound, (ii) any plan, agreement or
arrangement sponsored by or contributed to by Seller, including, without
limitation, any life and health insurance, hospitalization, savings, bonus,
deferred compensation, incentive compensation, stock purchase, stock option,
holiday, vacation, severance pay, sick pay, sick leave, disability, educational
assistance, tuition refund, service award, company car, scholarship, relocation,
fringe benefit, severance contracts, sales commissions, automobile allowances or
insurance, supplemental, pension arrangements, and other policies, practices or
commitments, whether written or unwritten, providing employee or executive
compensation or benefits to employees of Seller, (iii) any employee benefit plan
as defined in Section 3(3) of ERISA, and (iv) any arrangement or understanding
for the payment of post-retirement benefits.
"EMPLOYEE BENEFIT PLANS" shall have the meaning set forth in Section 3.18.
"ENVIRONMENTAL PROTECTION LAWS" shall mean all federal, state, local and
foreign laws, statutes, regulations having the force and effect of law, permits,
court decrees, judgments, injunctions and written orders concerning (i) public
health and safety relating to toxic or hazardous substances or (ii) pollution or
protection of the environment or natural resources, including, without
limitation
楼上那个是劳务合同
