Planswift 8.7
All rights to payment, accounts receivable, trade receivables, notes or other receivables, including those listed or described on Schedule 1.1(b), but excluding rights under loans, if any, to employees (collectively, the “ Accounts Receivable”) All Intellectual Property owned by Seller (the “ Owned Intellectual Property”), including the name “Planswift” and variations thereof, Software, proprietary rights owned by Seller in and to the Products or relating to the creation, development, sale or distribution of the Products, and the other Intellectual Property set forth on Schedule 1.1(a)
PLANSWIFT 8.7 FREE
Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following: PURCHASE OF ASSETS ASSUMPTION OF CERTAIN LIABILITIESġ.1 Acquired Assets.
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NOW, THEREFORE, in consideration of the foregoing and the mutual warranties, representations, covenants and agreements herein contained, the parties hereto hereby agree as follows: WHEREAS, Textura Parent owns one hundred percent (100%) of the issued and outstanding capital stock of Purchaser and wishes to join this Agreement as a party for the purposes set forth herein. WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, all of the Acquired Assets, and Purchaser is willing to assume all of the Assumed Liabilities, all upon the terms and conditions hereinafter set forth and Certain capitalized terms used herein are defined in Exhibit A. This ASSET PURCHASE AGREEMENT is made as of January 31, 2013, by and among TEXTURA CORPORATION, a Delaware corporation (“ Textura Parent”), TEXTURA PLANSWIFT CORPORATION, a Delaware corporation (“ Purchaser”), and PLANSWIFT, LLC, a Delaware limited liability company (“ Seller”). Pursuant to Item 601(b)(2) of Regulation S-K, all schedules listed herein have been omitted, and the Registrant agrees to supplementally furnish a copy of such schedules to the Securities and Exchange Commission upon request. Seller Registered IP Material Unregistered IP WARRANTIES OF PURCHASER AND TEXTURA PARENT PURCHASER AND TEXTURA PARENT REPRESENTATIONS AND WARRANTIES CONSENT TO JURISDICTION AND SERVICE OF PROCESS Effect on Purchase Price of Indemnity Payments Notice of Third Party Claims Assumption of Defense Liability for Accrued Compensation Payment of Post-Closing Compensation Distributions by Seller Transfer Restrictions IPO Representations regarding Purchase of Textura Shares Employee Benefit Plans and Employment Agreements Business Financial Statements No Undisclosed Liabilities Capitalization of Seller Subsidiaries Indebtedness Due Incorporation and Good Standing of Seller Cooperation and Access to Books and Records Purchased Contracts and Purchased Permits
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Certain Provisions Regarding Assignments Failure to Obtain Third Party Consents
![planswift 8.7 planswift 8.7](https://img.informer.com/screenshots/4613/4613203_1.jpg)
PURCHASE OF ASSETS ASSUMPTION OF CERTAIN LIABILITIES
PLANSWIFT 8.7 SOFTWARE
![planswift 8.7 planswift 8.7](https://i.ytimg.com/vi/qtMstOiLxu4/sddefault.jpg)
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