![]() ![]() 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 Certain Provisions Regarding Assignments Failure to Obtain Third Party Consents PURCHASE OF ASSETS ASSUMPTION OF CERTAIN LIABILITIES ![]()
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