ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 29th, 2008 • Eclipsys Corp • Services-computer integrated systems design
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 19, 2007, by and among Elsevier Inc., a New York corporation (the “Purchaser”), Eclipsys Corporation, a Delaware corporation (“Eclipsys”), Eclipsys Solutions Corporation, a Delaware corporation and wholly-owned subsidiary of Eclipsys (“Solutions”), and CPM Resource Center, Inc., a Delaware corporation (the “Company”). Eclipsys, the Company and Solutions are sometimes referred to herein as a “Seller,” and collectively as the “Sellers.” Certain capitalized terms used in this Agreement are defined in the attached Exhibit A.
