ContractLetter Agreement • September 6th, 2007 • MPC Corp • Services-prepackaged software • Delaware
Re: Asset Purchase Agreement dated September 4, 2007 (the “Purchase Agreement”) by and among MPC CORPORATION, a Colorado corporation (“Company”), MPC-PRO, LLC, a Delaware limited liability company (“Buyer”), GATEWAY, INC., a Delaware corporation (“Gateway”) and GATEWAY TECHNOLOGIES, INC., a Delaware corporation.
LIMITED LICENSE OF GATEWAY’S RIGHTSMPC Corp • September 6th, 2007 • Services-prepackaged software • Delaware
This Limited License of Gateway’s Rights (“Agreement”) is entered into effective as of _________, 2007 (“Effective Date”), by and between MPC Corporation, a Colorado corporation (“Licensee” or “MPC”) and Gateway, Inc., a Delaware corporation (“Licensor” or “Gateway”). MPC and Gateway may be referred to individually as a “Party” or collectively as the “Parties” to this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2007 • MPC Corp • Services-prepackaged software
This REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made and entered into as of ___________, 2007, between MPC CORPORATION, a Colorado corporation (“Company”), and GATEWAY, INC., a Delaware corporation (“Gateway”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 6th, 2007 • MPC Corp • Services-prepackaged software • Delaware
Transition Services Agreement (this “Agreement”) dated as of [ ], 2007 among MPC PRO, LLC, a Delaware limited liability company (“Buyer”) and GATEWAY, INC., a Delaware corporation (“Seller”) (together, the “Parties”).
PROMISSORY NOTEPromissory Note • September 6th, 2007 • MPC Corp • Services-prepackaged software • Delaware
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of September 4, 2007 (the “Asset Purchase Agreement”), by and among the Lender, the Borrower, the Guarantor and Gateway Technologies, Inc., the Lender proposes to sell, and the Borrower proposes to acquire, certain assets of the Lender (the “Assets”) as provided therein; and
AGREEMENTAgreement • September 6th, 2007 • MPC Corp • Services-prepackaged software
This Agreement is entered into this __ day of _____, 2007 by and among Wells Fargo Bank, National Association acting through its Wells Fargo Business Credit operating division (“WFBC”), Gateway, Inc. (“Gateway”) and MPC-Pro, LLC (“MPC”), a wholly-owned subsidiary of MPC Corporation (“MPC Parent”).
ASSET PURCHASE AGREEMENT by and among MPC CORPORATION, MPC-PRO, LLC, GATEWAY, INC. and GATEWAY TECHNOLOGIES, INC. September 4, 2007Asset Purchase Agreement • September 6th, 2007 • MPC Corp • Services-prepackaged software • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) dated and effective as of September 4, 2007 (the “Effective Date”), by and between MPC CORPORATION, a Colorado corporation (“MPC”), MPC-PRO, LLC, a Delaware limited liability company (“Buyer”), GATEWAY, INC., a Delaware corporation (“Seller”) and GATEWAY TECHNOLOGIES, INC., a Delaware corporation (“Gateway Technologies”). Certain capitalized terms used herein shall have the meanings given to them in the Table of Definitions attached to this Agreement as Annex I, which is incorporated hereby.
BILL OF SALE AND GENERAL ASSIGNMENTMPC Corp • September 6th, 2007 • Services-prepackaged software
Gateway, Inc., a Delaware corporation (including its successors and assigns, “Seller”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, pursuant to that certain Asset Purchase Agreement, dated as of September 4, 2007 (“Purchase Agreement”), by and among the Seller, MPC Corporation, a Colorado corporation, MPC-PRO, LLC, a Delaware limited liability company (including its successors and assigns, “Buyer”), and Gateway Technologies, Inc., a Delaware corporation, by these presents does sell, convey, assign, transfer and deliver unto the Buyer all of Seller’s right, title and interest in and to the Purchased Assets (as defined in the Purchase Agreement).
