ASSET PURCHASE AGREEMENT by and among PENNYSAVER USA PUBLISHING, LLC, PENNYSAVER USA PRINTING, LLC, ORBITER PROPERTIES, LLC, OPENGATE CAPITAL MANAGEMENT, LLC (solely for the purpose of Section 11.21), HARTE-HANKS SHOPPERS, INC., SOUTHERN COMPRINT CO....Asset Purchase Agreement • September 19th, 2013 • Harte Hanks Inc • Services-direct mail advertising services • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of September 18, 2013 (including the Exhibits and Schedules hereto, this “Agreement”), by and among Pennysaver USA Publishing, LLC, a Delaware limited liability company (the “HHS Purchaser”), Pennysaver USA Printing, LLC, a Delaware limited liability company (the “SCC Purchaser”), and Orbiter Properties, LLC, a Delaware limited liability company (the “RE Purchaser” and, together with the HHS Purchaser and SCC Purchaser, the “Purchasers”), and OpenGate Capital Management, LLC, a Delaware limited liability company (solely for the purpose of Section 11.21) (the “Guarantor”), on the one hand, and Harte-Hanks Shoppers, Inc., a California corporation (“HH Shoppers”), Southern Comprint Co., a California corporation (“Comprint” and, together with HH Shoppers, the “Sellers”), and Harte-Hanks, Inc., a Delaware corporation (the “Parent”), on the other hand. The Purchasers, the Guarantor, the Sellers and the Parent are sometimes referred to herein as a “Part
