ERMUSR HANDOUT 08-22-2016 - Laserfiche WebLink

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THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of August , 2016 (which date shall be filled in as the date of delivery and exchange by each of the Seller and the Buyer of fully executed counterparts of this Agreement) between ELK RIVER MUNICIPAL UTILITIES, with principal offices located at 13069 Orono Parkway, Elk River, MN 55330 ("Seller"), and WH SECURITY, LLC., a Minnesota limited liability company, with its principal offices at 6800 Electric Drive, Rockford, MN 55373 ("Buyer"). BACKGROUND WHEREAS, Seller is engaged in, among other things, a residential and commercial security business operating under its own name (the "Business"); and WHEREAS, Seller wishes to sell, transfer and assign to Buyer, and Buyer wishes to purchase from Seller, certain of Seller's accounts and other select assets used in the Business, upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, it is hereby agreed as follows: ARTICLE 1 DEFINITIONS AND CONSTRUCTION 1.1 Defined Terms. Capitalized terms used and not otherwise defined in the body of this Agreement have the meanings assigned to such terms in Annex A. 1.2 Preparation of Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement and the agreements and instruments to be delivered pursuant hereto. Each party accepts the terms and conditions of this Agreement, having the right to be represented by legal counsel and other advisors of their choosing, and each party enters into this agreement intending to be legally bound hereunder. ARTICLE 2 SALE AND PURCHASE OF ASSETS 2.1 Purchased Assets. Subject to the conditions contained herein, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller on the Closing Date, free and clear of all Liens, all of Seller's right, title and interest in and to the following assets, tangible and intangible, used or held for use in connection with the Business (the "Purchased Assets"). The Purchased Assets include only the following assets and properties, and shall not include the Excluded Assets or any other assets of the Seller (Exhibits or Schedules, as applicable, will be updated to be current as of the Closing Date): 2.1.1. Accounts. All monitoring and security customer accounts of the Business and Seller as of the Closing Date, as listed on Schedule 2.1.1 totaling approximately eight hundred thirty-eight (838), along with all contracts, monitoring agreements, and equipment service agreements in place with such customers, all security and monitoring equipment owned by Seller and intended exclusively and solely for use in connection with any of the accounts, and all related data, licensing, customer information, 1