MEASUREMENT SPECIALTIES, INC.
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PRODUCT LINE ACQUISITION AGREEMENT
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THIS AGREEMENT, made as of January 5, 2000 by and between Measurement
Specialties, Inc., a New Jersey corporation (the "Buyer"), Exeter Technologies,
Inc., a Delaware corporation (the "Company") and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, an
individual and the principal shareholder of the Company (the "Parent").
WHEREAS, the Company desires to sell certain of its assets comprising its
ultrasonic garage parking system business (the "Business") to the Buyer and the
Buyer desires to acquire such assets on he terms as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained
and other good and valuable consideration, the parties agree as follows:
Section 1. Sale of Business, Properties and Assets.
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1.1 Acquired Assets. At the closing, which shall take place
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simultaneously with the execution of this Agreement (the "Closing"), the Company
will sell, transfer, assign, convey and deliver to the Buyer, and the Buyer will
purchase, accept and acquire from the Company, all of the business, properties
and assets (whether real or personal, tangible or intangible property and
wherever situated) of the Company related to or otherwise usable in connection
the Business as currently conducted by the Company (the "Acquired Assets"),
including, without limita-tion:
(a) all information with respect to customers of the Business;
(b) all interest and rights to all names and marks used in the
Business, including the right to use the names listed on
Schedule 1.1 in connection with Buyer's conduct of the
Business and in Buyer's corporate or trade name, and all
patents, know-how, trade secrets, copyrights, confidential
information and other proprietary rights including, without
limitation, U.S. Patents and U.S. Trademark Registrations
listed on Schedule 1.1;
(c) all tangible personal property located at the Com-pany's
offices and elsewhere related to the Business, including all
manufacturing equipment and molds for castings of components
as listed in Schedule 6.7;
(d) all inventory, including all components, work-in-process and
finished goods inventory; and
(e) all open customer purchase orders.
1.2 Excluded Assets. The following assets shall not be pur-chased by
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Buyer and shall not be considered a part of the Acquired Assets hereunder:
(a) the Company's cash, deposits and accounts receivable;
(b) the Company's Minute Book, corporate documents and its books
and records;
(c) any automobiles, real property or leases;
(d) claims for refund of any tax paid by the Company prior to
Closing.
(e) the Company's furniture, equipment and fixtures other than its
tools and molds used in conjunction with the Manufacturing of
Park-Zone
Section 2. Purchase Price and Liabilities Assumed.
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2.1 Purchase Price for the Acquired Assets. The purchase price (the
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"Purchase Price") for the Acquired Assets shall consist of three elements
payable as follows:
(a) $500,000.00 via wire transfer at closing;
(b) $125,000.00 payable in accordance with the Escrow Agreement
as per Schedule 2.1; and
(c) additional consideration payable in accordance with Section
2.2 below.
2.2 Additional Consideration. In addition to the funds payable at the
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time of execution of this Agreement, Buyer shall pay to the Company additional
consideration with respect to the Net Sales Price of all products of the
Business acquired by Buyer hereunder and all direct derivatives thereof
(collectively, the "Products") sold by Buyer within three (3) years from the
date of this Agreement at the following rates:
Year Rate
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1 15%
2 10%
3 5%
>3 0%
Payments hereunder shall be based upon the Net Sales Price of all Products sold
by the Buyer within the applicable period and shall be payable quarterly within
Twenty-two (22) days of end of each calendar quarter commencing March 31, 2000.
Payment shall be accompanied by a written statement detailing all sales of the
Product and the calculations used in determining the Additional Consideration
due. In no event shall Buyer be obligated to pay to the Company Additional
Consideration with respect to any sales of Products following the third annual
anniversary date of this Agreement and after such date, Buyer shall have no
further Additional Consideration obligation to the Company.
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"Net Sales Price" shall mean the aggregate net sales price actually received by
the Buyer from the sale of products after reductions for sales discounts,
shipping, transportation, sales taxes, duties, returns and allowances (including
but not limited to ▇▇▇▇ downs, buy backs, advertising credits, product placement
incentives). Net Sales Price shall be reduced by any amounts previously included
in the calculation of Net Sales Price for a previous period which prove to be
uncollectible, and for product returns. Buyer will make a good faith effort to
make shipments in a timely manner, and will not intentionally delay shipments in
order to avoid Additional Consideration otherwise due. Buyer shall provide the
Company or its agents with access to its relevant books, records, and tax
returns on reasonable notice and at reasonable times for the purpose of
confirming the compliance by the Buyer with the terms of this Agreement. The
Company shall have the right to make copies of records.
2.3 No Assumption of Liabilities. It is expressly agreed and understood
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that the Buyer shall not assume, and the Company shall remain liable for each
and all of the Company's obligations or liabilities, of any kind, including but
not limited to the following: (i) all of the Company's federal, state and local
income, franchise and invest-ment tax credit recapture taxes and other taxes
whether based upon or measured by income or otherwise relating or attributable
to all past or future periods and such taxes incurred in connection with the
transactions contemplated hereby; (ii) any obligation of the Company incurred in
connection with this transaction to attorneys, accountants or others for
services rendered or expenses incurred by or on behalf of the Company; (iii) the
Company's expenses associated with this transaction; (iv) brokers or finders
fees, commissions or like payments arising out of or based upon any act or
omission of the Company; (v) any liability based on any claim, suit or
proceeding alleging violation of any law including any federal, state or local
antitrust, ▇▇▇▇▇▇▇ compensation or other laws, (vi) product liability claims for
goods shipped prior to Closing; or (vii) product returns of goods shipped prior
to Closing, (all of which are herein sometimes collectively referred to as the
"Retained Liabilities").
2.4 Allocation of Purchase Price to Specific Assets. The Purchase
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Price shall be allocated among the Acquired Assets as set forth in Schedule 2.
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Section 3. Set-Off. The Buyer shall have the right to set-off against any
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payment due the Company pursuant to Section 2 any amount of any indemnification
due Buyer under Section 8.1 hereof. Payments will be made as due to the extent
payments exceed indemnification. Credits issued or payments made by the Buyer
for Product returns related to shipments prior to Closing will be offset against
Additional Consideration due.
Section 4. Instruments of Transfer and Further Assurances.
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4.1 Company's Closing Documents. At the Closing, and concur-rently
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with the making of the deliveries by the Buyer as hereinafter set forth, the
Company shall deliver to the Buyer the following instruments, in form and
substance satisfactory to the Buyer:
(a) Warranty ▇▇▇▇ of Sale conveying the tangible and intangible
personal property conveyed hereunder to the Buyer;
(b) Assignments of any patents, trademarks or other intellectual
property included within the Acquired Assets suitable for filing with the
appropriate filing agency;
(c) To the extent any consents or approvals shall be necessary to
any of the transactions herein contemplated, or to the effective transfer or
assignment of any of the Acquired Assets, copies of all such consents or
approvals as obtained by the Company; and
(d) Such other documents as the Buyer shall reasonably deem
necessary.
4.2 The Buyer's Closing Documents. At the Closing or, and
--------------------------------
con-currently with the making of the deliveries by the Company as have been set
forth, the Buyer shall deliver to the Company the following in form and
substance satisfactory to the Company's counsel:
(a) Such documents as the Company shall reasonably deem necessary.
4.3 Further Assurances. Following the Closing, at the request of the
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Buyer, in addition to the documents and instruments the Com-pany must deliver at
the Closing, the Company and Parent shall deliver any further instruments of
transfer and take all action as may be necessary or appropriate: (a) to vest in
the Buyer title to the Acquired Assets in accordance with the terms of this
Agreement and (b) to transfer to the Buyer all licenses and permits necessary or
desirable for the operation of the Acquired Assets in accordance with the terms
of this Agreement.
Section 5. Expenses. The Company and the Buyer will bear their own costs of
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counsel, appraiser and accountants, whether or not the transactions herein
contemplated shall be consummated. If the transaction closes, all sales taxes,
if any, which are payable by reason of the transaction will be paid by the
Buyer. Any expenses or obligations of the Company which are not assumed by
Buyer, will be paid out of, or reimbursed to the Company from, the Purchase
Price and not reduce the assets sold to Buyer hereunder.
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Section 6. Representations and Warranties of the Company and Parent. The
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Company and the Parent represent and warrant as follows:
6.1 Organization; Good Standing. The Company is a corporation duly
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organized, validly existing and in good standing under the laws of the State of
Delaware, with all requisite corporate power and authority to own, operate and
lease its properties, to carry on its business as now being conducted, and to
enter into this Agree-ment and perform its obligations hereunder.
6.2 Litigation. There are no actions, suits or proceedings pending or,
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to the best of the Company's or Parent's knowledge, threatened against or
affecting the Company, the Acquired Assets (specifically including but not
limited to patents and trademarks), or its properties before any court or
governmental department, commission, board, bureau, agency, arbi-trator tribunal
or instrumentality. The Company is not in default with respect to any judgment,
order, writ, injunction, decree or award of any court, arbitration or
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign. The are no know material disputes with customers.
6.3 Authority. The Company has taken all necessary corporate,
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shareholder or director action to authorize the execution, delivery and
consumma-tion of this Agreement and the performance of its obligations
hereunder.
6.4 Compliance With Other Instruments, etc. Neither the execution nor
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the delivery of this Agreement nor the consummation of the transactions
contem-plated hereby will conflict with or result in any violation of or
constitute a default under any term of the Certificate of Incorporation or
By-Laws of the Company, or any material agreement, mortgage, debt instrument,
indenture, franchise, license, permit, authorization, lease or other instrument,
judgment, decree or order by which the Company is bound or to which the Com-pany
is subject, or result in the creation of any lien, charge or encumbrance upon
the Acquired Assets.
6.5 Governmental and Other Consents, etc. No consent, approval or
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authorization of or designation, declaration or filing with any governmental
authority or other persons or entities on the part of the Company is required in
connection with the execution and delivery of this Agreement or the consummation
of the transactions contem-plated hereby.
6.6 Finished Goods Inventory. Inventory of finished goods of the Products
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is 5,000 units of which 1,000 units are "platinum" units.
6.7 Tangible Personal Property. Set forth in Schedule 6.7 is a true and
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complete list and brief description of all material items of tangible personal
property being acquired as part of the Acquired Assets having an original cost
of $500 or more now owned by the Company and relating to the Business.
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6.8 Compliance with Codes. All property which is reasonably necessary in
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the operation of the Business is in substantially good operating condition and
repair, considering age and length of service, and is in compliance with all
safety, wiring or other codes or regulations of any applicable governmental
agency. Buyer will notify Company in writing within 14 days of receipt of
tooling as to any claim that is not in good operating condition and repair.
Failure to so notify Company in writing is acceptance of the tooling in good
operating condition and repair.
6.9 Licenses and Permits. The Company is not in default with respect to
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any ruling, order, writ, injunction, subpoena, inquiry of any court or any
governmental agency or authority, and is in substantial compliance with every
license or permit required of them, and with all laws, orders and governmental
regulations appli-cable to the conduct of its businesses.
6.10 Title, Rights, Liens, Encumbrances, etc. The Company is the owner and
----------------------------------------
has good and marketable title to all of the Acquired Assets , specifically
including but not limited to patents and trademarks, free and clear of all
liens, claims, charges, encumbrances or rights of others of any kind or nature,
actual or contingent, ▇▇▇▇▇▇ or inchoate, liquidated or unliquidated. The
assets to be acquired by Buyer hereunder consti-tute all of the assets necessary
to the conduct of the Business transferred to Buyer hereunder. To the best of
the Company's knowledge and belief, no other party is using or has the right to
use any of the Acquired Assets, nor does the current use thereof by the Company
constitute an infringement on the rights of any other person. No person has an
option or other right to acquire any of the Acquired Assets.
6.11 Binding Obligation. This Agreement has been duly autho-rized,
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executed and delivered by the Company, and, assuming the due authorization,
execution and delivery hereof by the Buyer, consti-tutes the legal, valid and
binding obligation of the Company enforce-able against the Company in accordance
with its terms.
6.12 Taxes. There is no material unpaid assessment, objection to any
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return, or claim for additional taxes or other governmental changes which is
threatened (to the knowledge of the Company) or has been asserted and which
relates to the Acquired Assets.
6.13 Joint and Several Liability. The representations and warranties of
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the Company and Parent herein contained, and the matters set forth in the
Schedules are true and correct in all material respects on and as of the date
hereof, and do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements contained herein or
therein not misleading. The Company and Parent shall be jointly and sever-ally
liable for the representations and warranties herein contained.
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Section 7. Representations and Warranties of the Buyer. The Buyer represents
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and warrants to the Company as follows:
7.1 Organization; Good Standing. The Buyer is a corporation duly
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organized, validly existing and in good standing under the laws of the State of
New Jersey with all requisite corporate power to own, operate and lease its
properties and assets and to enter into this Agreement and perform its
obligations hereunder.
7.2 Litigation. There is no suit, action, litigation, admin-istrative,
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arbitration or other proceeding or governmental investi-gation pending or, to
the knowledge of the Buyer, threatened which might, severally or in the
aggregate, materially and adversely affect the ability of the Buyer to perform
its obligations under this Agree-ment.
7.3 Authority. The Buyer has taken all necessary corporate action to
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authorize the execution, delivery and consummation of this Agreement and the
per-formance of its obligations hereunder.
7.4 Compliance with Instruments; Consents; Adverse Agreements. Neither the
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execution nor the delivery of this Agreement nor the consummation of the
transactions contemplated hereby will conflict with, or result in any violation
of, or constitute a default under, any term of the Articles of Incorporation or
By-Laws of the Buyer, or any agreement, mortgage, indenture, license, permit,
lease or other instrument, judgment, decree, order, law or regulation by which
the Buyer is bound. No consent, approval or authorization of or designation,
declaration or filing with any governmental authority or other persons or
entities on the part of the Buyer is required in connection with the execution
and delivery of this Agreement or the consummation of the transactions
contemplated hereby.
7.5 Licenses and Permits. The Buyer is not in default with respect to any
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ruling, order, writ, injunction, subpoena, inquiry of any court or any
governmental agency or authority, and is in substantial compliance with every
license or permit required of them, and with all laws, orders and governmental
regulations appli-cable to the conduct of its businesses.
7.6 Binding Obligation. This Agreement has been duly autho-rized, executed
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and delivered by the Company, and, assuming the due authorization, execution and
delivery hereof by the Buyer, consti-tutes the legal, valid and binding
obligation of the Company enforce-able against the Company in accordance with
its terms.
7.7 Due Diligence. The Buyer has reviewed the books and records of the
Company, including information pertaining to sales, accounts and costs of
manufacturing, and has completed its due diligence and is satisfied with its
investigation, with the only exception being the condition of the tooling
addressed in 2.1 (b) and 6.8 of this Agreement."
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Section 8. Indemnifications of the Company and the Buyer.
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8.1 The Company's and Parent's Indemnification of the Buyer. The
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Company and Parent shall, jointly and severally, indemnify, hold harmless,
defend and bear all reasonable costs of defending the Buyer, together with its
successors and assigns, from, against or in respect of any and all damage, loss,
deficiency, expense (including, but not limited to, any reasonable legal costs
or expenses), action, suit, proceedings, demand, assessment or judgment to or
against the Buyer arising out of, in connection with, or caused by: (a) any
debt, obligation or liability of the Company which is not expressly assumed by
the Buyer under this Agreement, (b) any claim for products liability asserted
against the Buyer for or with respect to merchandise manufactured and sold or
distributed by the Company, and (c) any claim for breach of the cove-nants,
warranties and representations set forth in this Agreement which shall all
survive for a period of three years from the date of Closing.
The Buyer's Indemnification shall be limited to the aggregate consideration
received by the Company and no claim shall be made until the aggregate of all
claims exceeds $50,000 and then only to the extent of such excess.
8.2 The Buyer's Indemnification of the Company and Parent. The Buyer
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shall indemnify, hold harmless, defend and bear all reason-able costs of
defending the Company and Parent, together with their successors and assigns,
from, against or in respect of any and all damage, loss, deficiency, expense
(including, but not limited to, any reasonable legal costs or expenses), action,
suit, proceeding, demand, assessment or judgment to or against the Company or
Parent, arising out of, in connection with, or caused by: (a) any debt,
obligation or liability of the Company which is expressly assumed by the Buyer
under this Agreement, (b) any claim for products lia-bility asserted against the
Company for or with respect to ▇▇▇▇▇▇▇-▇▇▇▇ manufactured, sold or distributed by
the Buyer after the Closing, and (c) or arising from Buyer's operation of the
business after Closing, (d) breach of the covenants, warranties and
representations set forth in this Agreement which shall all survive for a period
of three years from the date of Closing.
8.3 General. Each indemnified party will promptly, after receipt of
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notice of any claim or the commencement of any action against such indemnified
party in respect of which indemnity may be sought from an indemnifying party on
account of the indemnity agree-ments contained in this Section, notify the
indemnifying party in writing of the claim or the commencement of such action.
The failure of any indemnified party so to notify an indemnifying party of any
such action shall only relieve the indemnifying party from any liability in
respect of such action which it may have to such indemnified party on account of
the indemnity agreements contained in this Sec-tion, to the extent failure to
give notice caused harm to the indemnifying party, but shall not relieve the
indemnifying party from any other liability which it may have to such
indemnified party. The indemnifying party shall have the right, at its own
expense, to defend any such claim. The Company and Parent agree to participate
fully in the defense of any infringement claims against Patents or Trademarks.
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Section 9. Non-competition. For a period of five years after the Closing, the
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Company and Parent agree that, together or separ-ately they will not, either
directly or indirectly, either on their own account, or on behalf of any other
person, company or business entity, engage in any business competitive with the
Business in any state or foreign country, in which the Buyer from time to time
conducts business.
In addition to any other rights that the Buyer may have under this
Agreement at law and equity, the Buyer shall be entitled to apply to any court
of competent jurisdiction to obtain injunctive relief against the Company,
Parent, their officers and directors and against any third party to prevent any
breach of this Section.
Section 10. Miscellaneous.
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10.1 Amendment. This Agreement cannot be amended or terminated orally
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but only in writing by a duly authorized officer of the Com-pany and the Buyer.
10.2 Entire Agreement. This Agreement embodies the entire agreement
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and understanding of the parties hereto and supersedes any prior agreement and
understanding between the parties.
10.3 Applicable Law. The provisions of this Agreement shall be
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construed, and the performance thereof shall be enforced, in accordance with the
laws of the State of New Jersey. Each Schedule and Exhibit attached hereto is
hereby made a part hereof as though fully set forth herein.
10.4 Severability. If any provision, phrase or other portion of this
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Agreement should be determined by any court of competent jurisdiction to be
invalid, illegal or unen-forceable in whole or in part, and such determination
should become final, such provision, phrase or other portion shall be deemed to
be severed or limited, but only to the extent required to render the remaining
provisions hereof enforce-able; and, provided that the severing of any such
provision will not materially change the substance of this Agreement as thus
amended, this Agreement shall be enforced to the fullest extent possible to give
effect to the intention of the parties expressed herein.
10.5 Binding Effect and Benefit. This Agreement shall be binding upon,
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and shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns. The parties intend that there are no third
party beneficiaries hereunder. No transfer of the Acquired Assets of the Buyer
shall occur during the three year period without the express written consent of
the Company or Parent, which consent shall not be unreasonably withheld.
Provided however, Buyer may sell its Consumer Products Division upon prior
written notice to the Company, but if and only if purchaser agrees to be bound
by all Terms and Conditions of this Agreement.
10.6 Headings. Headings and subheadings are used herein for
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convenience of reference only and shall be given no weight in the interpretation
of the Agreement.
10.7 Counterparts. This Agreement may be executed simultane-ously in
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one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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10.8 Waivers and Notices. Any failure by either party to this Agreement to
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comply with any of its obligations, agreements or cove-nants may be waived by
the other party. All waivers under this Agreement and all notices, consents,
demands, requests, approvals and other communications which are required or may
be given hereunder shall be in writing properly executed and shall be deemed to
have been duly given (a) when received by telex, telephone or similar device, if
subsequently confirmed by a properly executed writing sent within twenty-four
hours after the giving of such notice in such manner, (b) when received by mail,
(c) when delivered by a reputable overnight carrier, or (d) five days following
deposit in the United States mail if mailed certified first class mail, postage
prepaid:
(i) If to the Company: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Exeter Technologies, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
With a copy to:
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(ii) If to the Buyer: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Chairman
Measurement Specialties, Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
With a copy to:
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
or to such other person or persons at such address or addresses as shall be
designated by written notice to the other parties hereunder.
10.9 Arbitration. If a dispute arises between the parities relating to the
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interpretation of performance of this Agreement, the parties agree to hold a
meeting, attended by individuals with decision-making authority regarding the
dispute, to attempt in good faith to negotiate a resolution of the dispute prior
to pursuing other available remedies. If within Forty-Five (45) days after such
meeting, the parties have not succeeded in negotiating the resolution of the
dispute, either party may request that such dispute be resolved through
non-binding arbitration. Each party agrees to participate in the non-binding
arbitration unless all unanimously agree in writing not to participate. Such
arbitration shall be conducted by a single arbitrator in New York, New York, in
accordance with the then-current commercial arbitration rules and supplementary
procedures for commercial arbitration of the American Arbitration Association
("AAA"). Such arbitrator shall be selected by the mutual agreement of the
parties or, failing such agreement, shall be selected according to the aforesaid
AAA rules. The parties shall bear the costs of such arbitrator equally. The
prevailing party in any such arbitration or in any judicial enforcement or
review proceeding shall be entitled to its reasonable attorney's fees and costs
in addition to any other amount of recovery ordered by such arbitrator or court.
Such non-binding arbitration shall not preclude any other remedies at law.
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10.10 Inventory ▇▇▇▇ Down.The Buyer and Company agree to share equally
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payments made as a result of any agreement by Buyer to ▇▇▇▇ down Product sold
prior to the Closing date. The Company agrees the ▇▇▇▇ down due Auto-Zone for
2,575 units sold prior to Closing will be assumed by the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
BUYER
MEASUREMENT SPECIALTIES, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Chairman and CEO
THE COMPANY
EXETER TECHNOLOGIES, INC.
By /s/ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Chairman
PARENT
/s/ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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