{"id":43313,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/asset-purchase-agreement-verticalnet-inc-and-coastal-video.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-purchase-agreement-verticalnet-inc-and-coastal-video","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-purchase-agreement-verticalnet-inc-and-coastal-video.html","title":{"rendered":"Asset Purchase Agreement &#8211; Verticalnet Inc. and Coastal Video Communications Corp."},"content":{"rendered":"<pre>\n                           ASSET PURCHASE AGREEMENT\n\n\n     This ASSET PURCHASE AGREEMENT  (the \"Agreement\") dated  January 13, 1999,\n                                          ---------                           \nby and among VerticalNet, Inc., a Pennsylvania corporation (the \"Purchaser\"),\n                                                                 ---------   \nCoastal Video Communications Corp., a Virginia corporation doing business as\nCoastal Training Technologies (the \"Seller\"), Paul V. Michels (\"Michels\") and\n                                    ------                      -------      \nPhilip P. Price (\"Price\" and, together with Michels, the \"Key Employees\").\n                  -----                                   -------------   \n\n                                  BACKGROUND\n\n     Seller operates a corporate training business which, among other things,\npublishes print materials, videos and interactive computer software covering a\nvariety of topics.\n\n     In connection with its safety training line of business, Seller has\ndeveloped an online business referred to as \"Safetyonline\" which includes three\ninternet websites named safetyonline.com, safetyonline.net and www.mro.net\n(collectively, the \"Safetyonline Websites\") which have become landing pages for\n                    ---------------------                                      \nsafety industry personnel and which offer gateway-type services such as a career\npage, safety forum, product showcase and a safety-related search engine.\n\n     Seller desires to sell, and Purchaser desires to buy, certain assets of the\nSeller associated with the Safetyonline Websites (the \"Business\") upon the terms\n                                                       --------                 \ndescribed below.\n \n     The parties hereto agree that Seller and the Key Employees shall not\ncompete with Purchaser except that Seller and the Key Employees shall be\npermitted to continue the operations that are not purchased by Purchaser in\naccordance with the terms set forth below.\n\n     In consideration of the mutual covenants and agreements set forth in this\nAgreement, and for other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the parties, intending to be\nlegally bound, hereto agree as follows:\n\n1.   Sale and Purchase.\n     ----------------- \n\n     a)   Sale and Purchase of Assets.   Subject to the terms and conditions set\n          ---------------------------                                           \nforth in this Agreement, Seller hereby sells, assigns, transfers and delivers to\nPurchaser, and Purchaser hereby purchases, acquires and takes assignment and\ndelivery of, the following assets and all of Seller's right, title and interest\ntherein and thereto (all of the assets sold, assigned, transferred and delivered\nto Purchaser hereunder are referred to collectively herein as the \"Assets\"),\n                                                                   ------   \nfree and clear of all mortgages, liens, pledges, security interests, charges,\nclaims, restrictions and encumbrances of any nature whatsoever:\n\n          i)     any rights (including any rights to Intellectual Property (as\ndefined below)) of Seller and any direct or indirect subsidiary of Seller to the\nURL, site and content (including, without limitation, text and graphics) of\nsafetyonline.com, safetyonline.net and www.mro.net;\n\n          ii)    any rights of Seller and any direct or indirect subsidiary of\nSeller to software programs, modules, routines, data, text or graphic files,\nsource or object codes and other components of \n\n \nthe Safetyonline Websites used in operation of the Safetyonline Websites, or in\nthe process of being developed, by, or on behalf of, the Seller for use in the\nBusiness;\n\n          iii)   any rights of Seller and any direct or indirect subsidiary of\nSeller in and under the agreements and contracts listed in Schedule 1.1(c)\n                                                           ---------------\nattached hereto (the \"Purchased Contracts\");\n                      -------------------   \n\n          iv)    any rights of Seller and any direct or indirect subsidiary of\nSeller to all information and records maintained by the Seller (in electronic or\npaper format) pertaining to customers and\/or visitors of the Business including,\nwithout limitation, principal contacts, email and street addresses, telephone\nnumbers, personal information, and purchasing history of such customers or\nvisitors; provided, that the Seller shall be permitted to retain copies of such\n          --------                                                             \ninformation for any use in its continuing businesses not inconsistent with\nSection 6.1; and\n\n          v)     any rights of Seller and any direct or indirect subsidiary of\nSeller to the trade names, trade dress, trademarks and service marks used on the\nSafetyonline Websites and as set forth on Schedule 1.1(e) attached hereto and\n                                          ---------------                    \nthe goodwill associated therewith.\n\nPurchaser acknowledges that this sale specifically excludes, inter alia, those\n                                                             ----------       \nitems identified or referred to in Schedule 1.1(f) attached hereto.\n                                   ---------------                 \n\n     b)   Assumed Obligations.  At the Closing, except as provided in Section\n          -------------------                                         -------\n1.3, Purchaser shall assume, and agree to pay, perform, fulfill and discharge,\n---\nall obligations of Seller (the \"Assumed Obligations\") required to be performed\n                                -------------------                           \nafter the Closing (excluding payment obligations for goods or services the\nperformance or delivery of which is initiated prior to the Closing Date) under\nany of the contracts and agreements set forth in Schedule 1.2 hereto (the\n                                                 ------------            \n\"Assumed Contracts\"), except where (i) such obligations have arisen in\n------------------                                                    \ncontravention of this Agreement or (ii) such obligations arise or have arisen\nout of any claim, lawsuit, investigation, proceeding, arbitration or other\ndispute relating to an act or omission taken or occurring prior to Closing.\n\n     c)   No Other Liabilities Assumed.  Purchaser shall not and does not hereby\n          ----------------------------                                          \nassume any liability or obligation or Seller, known or unknown, contingent or\notherwise, asserted or unasserted, other than as specifically set forth in\nSection 1.2.  Nothing contained herein shall cause the Purchaser to assume (a)\n-----------                                                                   \nany liabilities or obligations arising out of the conduct of the Business prior\nto the Closing, whether known or unknown on the Closing Date; (b) any\nliabilities or obligations arising out of any provision of any agreement,\ncontract, commitment or lease of the Seller, other than any liability or\nobligation under the Assumed Contracts arising and to be performed after the\nClosing; (c) any federal, state or local income or other tax: (i) payable with\nrespect to the business, assets, properties or operations of the Seller or any\nmember of any affiliated group of which Seller is a member, or (ii) incident to\nor arising as a consequence of the negotiation or consummation by the Seller or\nany member of any affiliated group of which Seller is a member of this Agreement\nand the transactions contemplated hereby; (d) any liability or obligation under\nor in connection with any assets not included in the Assets; (e) any employment-\nrelated liability or obligation arising prior to or as a result of the Closing\nto any employees, agents or independent contractors of the Seller, whether or\nnot employed by the Purchaser after the Closing, or under any benefit\narrangement with respect thereto; or (f) any liability or obligation of the\nSeller arising or incurred in connection with the negotiation, preparation and\nexecution of this Agreement and the transactions contemplated hereby and fees\nand expenses of counsel, accountants and other experts.\n\n                                       2\n\n \n     d)   Consideration.\n          ------------- \n\n               i)   Monetary Consideration. The aggregate monetary consideration\nto be paid by Purchaser to Seller for the Assets and by Purchaser to Seller and\nKey Employees for the covenant not to compete (the \"Non-Compete Covenant\") set\n                                                    --------------------   \nforth in Section 6.3 shall be $310,000 (the \"Purchase Price\") and shall be\npayable as follows: (i) on the Closing Date, the Purchaser shall deliver\n$259,800 by certified or bank cashier's check or wire transfer of immediately\navailable funds to such account as Seller shall designate, (ii) on the Closing\nDate, the Purchaser shall deliver $100.00 by certified or bank cashier's check\nor wire transfer of immediately available funds to such account as Michels shall\ndesignate, (iii) on the Closing Date, the Purchaser shall deliver $100.00 by\ncertified or bank cashier's check or wire transfer of immediately available\nfunds to such account as Price shall designate (the payments referenced in\nclauses (i) through (iii) above are collectively referred to herein as the\n\"Closing Payments\"), and (iv) on the Closing Date, the Purchaser shall deliver a\n ----------------                                                               \npromissory note in the amount of $50,000 payable to Seller without interest on\n90th day after the Closing Date in form and substance as set forth in Exhibit A\n                                                                      ---------\nattached hereto (\"Note\").\n                  ----   \n\n               ii)  Nonmonetary Consideration.   As additional consideration to \n                    -------------------------\nSeller for the Assets and the Non-Compete Covenant, Purchaser shall (i) assume\nthe Assumed Obligations and (ii) deliver to Seller at Closing an advertising\ncontract, in substantially the form set forth in Exhibit B attached hereto (the\n                                                 ---------                     \n\"Advertising Contract\").\n --------------------   \n\n               (c)    Allocation.  Each of the parties hereto agrees and \n                      ----------\nacknowledges that the transactions contemplated herein do not constitute an\n\"applicable asset acquisition\" within the meaning of such term as set forth in\nSection 1060 of the Internal Revenue Code of 1986, as amended.\n \n               (d)    Freeware.  Seller and Purchaser hereby agree that the\n                      --------                                             \nconsideration paid by Purchaser hereunder shall not be applied to, and is not in\nconsideration for, any freeware acquired by Purchaser under the terms of this\nAgreement.\n\n2.Closing.  The closing of the purchase and sale of the Assets (the \"Closing\")\n  -------                                                            -------  \nshall take place on such date (the \"Closing Date\") and at such time as the\n                                    ------------                          \nparties may mutually agree and may simultaneously with the execution of this\nAgreement.  The Closing shall be consummated by facsimile transmission.  The\nparties shall (x) transmit facsimile copies of all executed documents required\nto be executed pursuant to this Agreement and (y) mail via overnight courier\nfour (4) executed originals of each document to the offices of counsel for each\nof the respective parties.   The Closing shall be effective as of 11:59 p.m.,\nEastern Time, on the Closing Date.  At the Closing, subject to the terms and\nconditions herein contained, the following shall occur:\n\n     a)   Deliveries by the Seller at the Closing.  The Seller shall deliver \n          ---------------------------------------\nto the Purchaser any instruments and documents of conveyance and transfer, in a\nform reasonably satisfactory to Purchaser and its counsel, as shall be necessary\nand effective to transfer and assign to, and vest in, Purchaser all of the\nSeller's right, title and interest in and to the Assets (including UCC partial\nreleases in connection with the release of all liens against the Assets, if\nany), and simultaneously with such delivery, all steps will be taken as may be\nrequired to put the Purchaser in actual possession and operating control of the\nAssets.\n\n                                       3\n\n \n     b)   Deliveries by the Purchaser at the Closing.  On the Closing Date, the\n          ------------------------------------------                           \nPurchaser shall deliver the Note and the Advertising Contract to Seller and\nshall deliver the Closing Payments to Seller and Key Employees.\n\n3. Representations and Warranties of the Seller.  Seller represents and \n   --------------------------------------------\nwarrants to and agrees with the Purchaser as follows:\n\n     a)   Organization, Good Standing and Share Ownership.  Seller is a \n          -----------------------------------------------\ncorporation duly incorporated, validly existing and in good standing under the\nlaws of its jurisdiction of incorporation and has all requisite corporate power\nand authority to own, lease and operate its properties and to carry on the\nBusiness as now being conducted. Seller has delivered to Purchaser true and\ncomplete copies of the Certificate or Articles of Incorporation and Bylaws of\nSeller. No person owns beneficially more than 10% of the outstanding capital\nstock of Seller other than Michels.\n\n     b)   Chief Executive Office.  The principal place of business and chief\n          ----------------------                                            \nexecutive office of the Seller is located in Virginia Beach, Virginia.\n\n     c)   Authority and Compliance.  The Seller has full power and lawful \n          ------------------------\nauthority to execute and deliver this Agreement and to consummate and perform\nthe transactions contemplated hereby. This Agreement has been duly authorized,\nexecuted and delivered by the Seller and constitutes the legal, valid and\nbinding obligation of the Seller, enforceable in accordance with its terms,\nexcept as enforceability may be limited by laws of general application relating\nto bankruptcy, reorganization, moratorium, insolvency and debtors' relief and\nsimilar laws affecting the enforcement of creditors' rights, and by general\nprinciples of equity (\"Debtors' Rights\"). Neither the execution and delivery of\n                       ---------------                                         \nthis Agreement by the Seller nor the consummation and performance of the\ntransactions contemplated hereby (a) will conflict with or violate any agreement\nto which the Seller is a party or by which it is bound or any federal, state,\nlocal or other governmental law or ordinance or (b) will require the\nauthorization, approval or consent by, or any notice to or filing with, any\nthird party, except for such authorizations, approvals and consents which, if\nnot granted or obtained, would not in the aggregate have a material adverse\neffect on the condition of the Assets or the Business including, without\nlimitation, the consent of any third parties under any of the agreements listed\non Schedule 3.6.\n   ------------ \n\n     d)   Financial Statements. The Seller has delivered to Purchaser (i) \n          --------------------\naudited financial statements (including without limitation, the balance sheet,\nincome statement and statement of cash flows) of the Seller for the year ended\nDecember 31, 1997, and (ii) unaudited statement of revenues for the Business for\nthe year ended December 31, 1997 and for the nine-month period ended September\n30, 1998 (collectively, the \"Financial Statements\"). The Financial Statements\n                             -------------------- \npresent fairly the revenues of Seller and the Business, as applicable, for the\nperiods indicated.\n\n     e)   No Material Changes.  Since September 30, 1998 there has not been \n          -------------------\n(a) any material adverse change in the Assets or the operations or condition\n(financial or otherwise) of the Business or of the Seller; or (b) any actual or\nthreatened trouble or disruption of the Seller's relations with the Business'\nagents, customers or suppliers. Since September 30, 1998, the Seller has\nconducted the Business only in the ordinary course consistent with past\npractice, has not incurred any material liabilities, and has not entered into\nany transaction, contract or arrangement, or made any payment or distribution\nexcept in ordinary course of business, consistent with past practice.\n\n                                       4\n\n \n     f)   Advertising Contracts. Attached hereto as Schedule 3.6 is a true, \n          ---------------------                     ------------\ncorrect and complete list of all the advertising contracts related to the\nBusiness under which there are unbilled, partially billed or unfulfilled\nobligations owing from a third party to Seller and included in such schedule\nshall be the name of the parties to such contract, a brief description of such\ncontract, the amount billed to any third party by Seller as of the Closing Date,\nterm of such contract, and the amount unbilled and the obligations unfulfilled\nas of the Closing Date.\n\n     g)   Assets.  The Seller has good, valid and marketable title to, valid\n          ------                                                            \nleasehold interests in, or valid licenses to use, all of the Assets, free and\nclear of all liens, pledges, mortgages, security interests, claims or\nencumbrances of any nature whatsoever except for Permitted Encumbrances (as\ndefined below).  All of the Assets are (a) in good operating condition and\nrepair (subject only to ordinary wear and tear), (b) are usable in the ordinary\ncourse of the Business consistent with past practice and (c) are in the\npossession or under the control of the Seller.  As used in this Agreement,\n\"Permitted Encumbrances\" shall mean liens on the Assets to secure taxes,\n ----------------------                                                 \nassessments and other governmental charges or claims for labor, material or\nsupplies in respect of obligations not overdue.  This Section 3.6 shall not\napply to Intellectual Property, all of which is subject to Section 3.9.\n\n     h)   Contracts.  True and complete copies of all Assumed Contracts and all\n          ---------                                                            \nPurchased Contracts have been delivered to Purchaser and each Assumed Contract\nand each Purchased Contract is a valid and binding obligation in full force and\neffect in accordance with its respective terms with respect to the Seller (as\napplicable) and is valid and binding obligation in full force and effect in\naccordance with its respective terms with respect to any other party thereto,\nexcept as the enforceability may be limited by Debtors' Rights.  The Seller is\nnot in material default under any of the Assumed Contracts or any of the\nPurchased Contracts and to Seller's knowledge no third party is in material\ndefault under any of the Assumed Contracts or any of the Purchased Contracts.\n\n     i)   Legal Proceedings; Compliance with Law and Organizational Documents.\n          -------------------------------------------------------------------  \nThere are no disputes, claims, actions, suits or proceedings, arbitrations or\ninvestigations pending or, to the Seller's knowledge, threatened against or\naffecting the Business or the Assets.  The Seller does not have any knowledge of\nany state of facts that might reasonably form the basis of any claim, liability\nor litigation against the Seller affecting the Business or the Assets.  The\nconduct of the Business by the Seller, and its use of the Assets, are in\nmaterial compliance with all applicable federal, state, local or other\ngovernmental laws, ordinances, codes, rules and regulations.  The Seller owns or\npossesses in the operation of the Business all franchises, licenses, permits,\nconsents, approvals, rights, waivers and other authorizations, governmental or\notherwise, which are necessary for it to conduct its business as now conducted;\nthe Seller is not in default, nor has it received any notice of any claim or\ndefault, thereunder or any notice of any other claim or proceeding or threatened\nproceeding relating thereto; and neither the execution or delivery of this\nAgreement nor the consummation of the transactions contemplated hereby will\nrequire any notice or consent thereunder or have any material adverse effect\nthereon.\n\n     j)   Intellectual Property.   Except as set forth on Schedule 3.10 hereto, \n          ---------------------                           ------------- \n(i) the Seller owns (or has adequate rights to use pursuant to license,\nsublicense, agreement or permission) all patents, trademarks, trade names,\nservice marks, copyrights, software, trade secrets or know-how (collectively,\n\"Intellectual Property\") used by the Seller in the Business free and clear of\n ---------------------\nany lien, mortgage, security interest, pledge, restriction, defect of title or\nother claim, charge or encumbrance; (ii) in connection with the operation of the\nBusiness, the Seller does not infringe upon or unlawfully or wrongfully use any\nmaterial Intellectual Property owned or claimed by any other person or entity;\n(iii) the Seller owns or has the lawful right to use all Intellectual Property\nthat is used in the operation of the Business in the ordinary\n\n                                       5\n\n \ncourse or otherwise; (iv) the Seller is not in default under, and has not\nreceived any notice of any claim of infringement or any other claim or\nproceeding relating to any of the Intellectual Property; or (v) no present or\nformer employee of the Seller and no other person owns or has any proprietary,\nfinancial or other interest, direct or indirect, in whole or in part, in any of\nthe Intellectual Property, or in any application therefor, which the Seller\nowns, possesses or uses in its operations as now or heretofore conducted.\nNotwithstanding anything in this Agreement to the contrary, Seller (a) does not\nown any registered marks other than the \"Safetyonline\" trade\/service mark and\n(b) owns the domain names \"safetyonline.com\", \"safetyonline.net\" and \"mro.net\".\n\n     k)   Operational Elements.  Except as set forth on Schedule 3.11 hereto, \n          --------------------                          -------------\nthe Assets include any and all rights for software programs, modules, routines,\ndata, text or graphic files, source or object codes and other components of the\nSafetyonline Websites which are used in the operation of any of the Safetyonline\nWebsites and such operational elements shall include all written or electronic\ndocumentation which is in the possession of Seller.\n\n     l)   Benefit Plans.  Lesley McCormick is not a participant or member of any\n          -------------                                                         \nemployee benefit plan sponsored or maintained by the Seller or any direct or\nindirect subsidiary of Seller.\n\n     m)   Consents and Approvals of Governmental Authorities.  No consent, \n          --------------------------------------------------\napproval or authorization of, or declaration, filing or registration with, any\ncourt or other governmental or regulatory authority, agency, commission, or\nother entity, domestic or foreign is required to be made or obtained by the\nSeller in connection with the execution, delivery and performance of this\nAgreement by the Seller or the consummation of the sale of the Assets to the\nPurchaser.\n\n     n)   Undisclosed Liabilities.  None of the Assets are subject to any\n          -----------------------                                        \nliability, indebtedness, obligation or claim of any type, whether accrued,\nabsolute, contingent, matured or unmatured (\"Liabilities\"), except those\n                                             -----------                \nLiabilities arising in the ordinary course of business consistent with past\npractice under any contract specifically disclosed in Schedule 1.1(c) to this\n                                                      ---------------        \nAgreement.\n\n     o)   Tax Returns.  All material federal, state, local, foreign or other\n          -----------                                                       \ngovernmental income, profit and franchise, gross receipts, sales, use,\nintangibles, inventory, capital stock, ad valorem, transfer, employment,\npayroll, withholding, occupation, property, license, stamp and excise taxes,\ncustom duties or other taxes, fees, assessments or charges whatsoever, together\nwith any interest and  any penalties, additions to tax or additional amounts\nwith respect thereto due with respect to the Seller which could result in any\nlien or encumbrance on the Assets, have been fully paid by the Seller.\n\n     p)   Customers.  The Seller currently maintains, good working relationships\n          ---------                                                             \nwith all of the customers and suppliers of the Business.  No current customer or\nsupplier of the Business has given the Seller notice terminating, canceling or\nthreatening to terminate or cancel any contract (including, without limitation,\nany of the Assumed Contracts or the Purchased Contracts) or relationship with\nthe Seller.\n\n     q)   Transactions with Affiliates.  Neither the Seller nor any affiliate of\n          ----------------------------                                          \nthe Seller nor any member of his or her immediate family, owns or has a\ncontrolling ownership interest in any corporation or other entity that is a\nparty to any Assumed Contract or any Purchased Contract.  All disclosed\ntransactions, if any, between the Seller, or an affiliate thereof have been on\nsubstantially the same terms and conditions as similar transactions between non-\naffiliated parties and are properly recorded on the books and records of the\nSeller.\n\n                                       6\n\n \n     r) Disclosure.  No representation or warranty hereunder or information\n        ----------                                                         \ncontained in any Schedule or any certificate, statement or other document\ndelivered by the Seller in connection herewith contains any untrue statement of\nmaterial fact or omits to state a material fact necessary in order to make the\nstatements contained therein or herein not misleading.  There is no fact known\nto the Seller which might materially and adversely affect the Business or the\nAssets which has not been disclosed to the Purchaser in this Agreement or a\ncertificate, statement or other document delivered by the Seller.\n\n4. Representations and Warranties of the Purchaser.  The Purchaser represents \n   -----------------------------------------------\nand  warrants to and agrees with the Seller as follows:\n\n     a) Organization and Good Standing.  The Purchaser is a corporation duly\n        ------------------------------                                      \norganized, validly existing and in good standing under the laws of the\nCommonwealth of Pennsylvania.  The Purchaser has full corporate power and\nauthority to conduct its business as now conducted and to own and operate the\nassets and properties now owned and operated by it.\n\n     b) Authority and Compliance.  The Purchaser has full power and lawful\n        ------------------------                                          \nauthority to execute and deliver this Agreement and to consummate and perform\nthe transactions contemplated hereby.  This Agreement has been duly authorized,\nexecuted and delivered by the Purchaser and constitutes the legal, valid and\nbinding obligation of the Purchaser, enforceable in accordance with its terms.\nNeither the execution and delivery of this Agreement by the Purchaser nor the\nconsummation and performance of the transactions contemplated hereby (a) will\nconflict with or violate the Articles of Incorporation or Bylaws of the\nPurchaser or any agreement to which the Purchaser is a party or by which it is\nbound or any federal, state, local or other governmental law or ordinance or (b)\nwill require the authorization, approval or consent by, or any notice to or\nfiling with, any third party.\n\n5. License.  Purchaser hereby grants Seller a non-exclusive, non-transferable,\n   -------                                                                    \nirrevocable, royalty-free license in perpetuity to use the source codes\ndescribed in Section 1.1(b) in Seller's continuing businesses in a manner\nconsistent with Section 6.1.\n\n6. Other Agreements.\n   ---------------- \n\n     a) Covenant Not to Compete.\n        ----------------------- \n\n               i) For a period of three years from and after the Closing Date,\nthe Seller and each Key Employee hereby agrees that he or it will not directly\nor indirectly own, manage, operate, finance, join, control or participate in the\nownership, management, operation, financing or control of, or be connected as an\nofficer, employee, partner, principal, agent, representative, consultant or\notherwise with any business that engages in any of the following activities (the\n\"Restricted Activities\"):\n ---------------------   \n\n                      (i)   is engaged in the selling of advertising on or\nsponsorships rights to websites;\n\n                      (ii)  is engaged in owning, servicing or maintaining a\nsafety industry landing page which is, or may be, used by safety industry\nprofessionals as a gateway to the Internet; or\n\n                      (iii) is engaged in offering gateway type services to\nbusinesses and\/or individuals associated with the safety industry, including,\nwithout limitation, such services as a career page, safety forum, product\nshowcase, safety search or similar type service;\n\n                                       7\n\n \nprovided, however, that the definition of Restricted Activities shall not\n--------  -------                                                        \ninclude (A) any online activities or services not specifically enumerated above\nwhich Seller may use to support any of its current or future businesses and\nassets which are not being purchased by Purchaser, such as the posting of news\nand links to publications, organizations or associations, maintaining chat rooms\nand bookstores, hosting chats with industry experts, providing training and\neducation services (including distribution of training materials via the\nInternet), and supporting the sale of Seller's products and products distributed\nby seller, including, for example the activities currently conducted through\nSeller's coastal.com website and its \"Safety Currents\" and \"Health Trends\"\nonline newsletters and (B) any other activity not specifically enumerated above.\n\n          ii)  The Seller and each Key Employee acknowledges and understands\nthat (i) the Purchaser is and will be relying upon the agreements made by the\nSeller in this Section 6.1 in entering into this Agreement and consummating the\ntransactions contemplated hereby and (ii) the restrictions contained in this\nSection 6.1 are reasonable and necessary to protect the legitimate interests of\nthe Purchaser, and that any violation will result in irreparable injury to the\nPurchaser.\n\n          iii) The Seller and each Key Employee agrees that the Purchaser shall\nbe entitled to preliminary and permanent injunctive relief, without the\nnecessity of proving actual damages, as well as an equitable accounting of all\nearnings, profits and other benefits arising from any violation of this Section\n6, which rights shall be cumulative and in addition to any other rights or\nremedies to which the Purchaser may be entitled. The liabilities of the Seller\nand each Key Employee to the Purchaser under this Section 6.1 shall be several\nand not joint. In the event that any of the provisions of this Section 6.1\nshould ever be adjudicated to exceed the time, geographic, product or service,\nor other limitations permitted by applicable law in any jurisdiction, then such\nprovisions shall be deemed reformed in such jurisdiction to the maximum time,\ngeographic, product or service, or other limitations permitted by applicable\nlaw.\n\n     b) Best Efforts.  Subject to the respective rights and obligations of the\n        ------------                                                          \nSeller and the Purchaser under this Agreement, each party shall use its best\nefforts to cause the transactions contemplated by this Agreement to be\nconsummated in accordance Section 2 hereof.\n\n     c) Assignment of Contracts.  If any required consent to the assignment of\n        -----------------------                                               \nany of the Assumed Contracts or the Purchased Contracts is not obtained or if an\nattempted assignment thereof would be ineffective, the Seller and the Purchaser\nshall cooperate to provide the Purchaser with the benefits and obligations\nthereunder in accordance with such agreement until such consent or effective\nassignment can be obtained.\n\n     d) Re-Naming of the Company.  The Seller shall take all steps necessary to\n        ------------------------                                               \nchange any trade names pursuant to which it conducts its business, to a name\ndissimilar to the name by which the Business is known and will file as promptly\nas practicable in all jurisdictions in which it is qualified to do business, any\ndocuments necessary to reflect such change.\n\n     e) Transition of the Business.  The Purchaser and the Seller shall use\n        --------------------------                                         \ncommercially reasonable efforts to cooperate in an orderly transition of the\nBusiness and transfer of the Assets to the Purchaser. Without limiting the\ngenerality of the foregoing, Seller will cooperate with Purchaser in migrating\nthe contents and functionality of the Business's website from computer systems\nowned or maintained by Seller to such computer systems as Purchaser shall\ndirect.\n\n                                       8\n\n \n     f) Software Licensing Agreements. Until the transition of the Business has\n        -----------------------------                                          \nbeen accomplished to the satisfaction of Purchaser or 90 days after the Closing\nDate, whichever occurs first, Seller hereby agrees (i) not to terminate any and\nall software licensing agreements used by Seller in the Business under which\nSeller is the licensee, and (ii) to maintain the existing content and\nfunctionality of the Safetyonline Websites.\n\n7. Indemnification.\n   --------------- \n\n     a) Survival.  All of the representations, warranties, covenants and\n        --------                                                        \nobligations contained in this Agreement or in any instrument or document\ndelivered pursuant to this Agreement shall survive the execution of this\nAgreement and the Closing, notwithstanding any investigation heretofore or\nhereafter made by or on behalf of any party hereto; provided, however, that all\n                                                    --------  -------          \nrepresentations and warranties contained in this Agreement, and the obligations\nof Seller and Purchaser to indemnify each other for breaches thereof as set\nforth in this Section 7, shall survive and continue for, and all indemnification\nclaims with respect thereto shall be made within, one year following the Closing\nDate, except for (i) the indemnification obligations related to Section 7.2(a)\nwhich shall survive until expiration of the applicable statute of limitations,\nand (ii) the representations, warranties and related indemnification obligations\nfor which notice of an indemnification claim shall have been received as of the\nend of the applicable period referred to in this Section, which shall survive\nwith respect to such indemnification claim until the final disposition thereof.\n\n     b) Indemnification by the Seller.  The Seller shall reimburse and indemnify\n        -----------------------------                                           \nand hold the Purchaser and each of its directors, officers, shareholders,\nemployees, representatives and agents (collectively, the \"Purchaser Parties\")\n                                                          -----------------  \nharmless against and in respect of any and all damage, loss, liability,\ndeficiency, settlement payments,  costs, levies, expenses or obligations,\nwhether or not the result of a third party claim (collectively, \"Damages\"), in\n                                                                 -------      \nconnection, resulting from or relating to:\n\n          i)   any and all liabilities or obligations of any nature whatsoever\nof or relating to claims for federal, state, local, foreign or other taxes\nassessed against Purchaser, the Business or the Assets, which arise out of or\nare related to Seller's operation or conduct of the Business prior to the\nClosing, and not specifically assumed by Purchaser hereunder.\n\n          ii)  any and all liabilities or obligations of any nature whatsoever\nof or relating to the Seller, or relating to or arising out of the Assets (prior\nto the Closing Date), the Seller's operations or the Business or the actions of\nthe Seller's officers, employees, representatives or agents, except for those\nliabilities and obligations arising under the Assumed Obligations following the\nClosing;\n\n          iii) any misrepresentation, breach of warranty or nonfulfillment of\nany covenant or agreement on the part of the Seller under this Agreement;\n\n          iv)  the parties' failure to comply with any bulk sales law or similar\nlaws in any applicable jurisdiction in respect of the transactions contemplated\nby this Agreement or any action brought or levy made as a result thereof;\n\n          v)   any and all actions, suits, claims, allegations, proceedings,\ninvestigations, audits, demands, assessments, fines, judgments, settlements,\nlevies, costs and other expenses (including without limitation reasonable audit\nand legal fees) incident to any of the foregoing; and\n\n                                       9\n\n \n          vi)  any claim that any content provided by Seller for use on any of\nthe Purchaser's websites constitutes a defamation or invasion of the right of\nprivacy or publicity, or infringement of the copyright, trademark or other\nintellectual property right, of any third party.\n\n     c) Indemnification by the Purchaser.  The Purchaser shall reimburse and\n        --------------------------------                                    \nindemnify and hold the Seller and each of its directors, officers, shareholders,\nemployees, representatives and agents (collectively, the \"Seller Parties\")\n                                                          --------------  \nharmless against and in respect of any Damages in connection, resulting from or\nrelating to:\n\n          i)  any misrepresentation, breach of warranty or nonfulfillment of any\ncovenant or agreement on the part of the Purchaser under this Agreement; and\n\n          ii) any and all actions, suits, claims, allegations, proceedings,\ninvestigations, audits, demands, assessments, fines, judgments, settlements,\nlevies, costs and other expenses (including without limitation reasonable audit\nand legal fees) incident to the foregoing.\n\n     d) Limitation on Indemnification.  Except for the specific exceptions\n        -----------------------------                                     \ncontained in this Section 7.4, the indemnification obligations of the Seller and\nthe Purchaser shall be limited as follows:\n\n          (a)  Neither the Seller Parties nor the Purchaser Parties shall be\nentitled to seek indemnification under this Section 7 until the aggregate of all\nDamages incurred by such parties exceeds $31,000 (the \"Basket Amount\").  Once\n                                                       -------------         \nthe Basket Amount has been exceeded, the indemnifying party shall be liable to\nthe indemnified parties for the full amount of such Damages; and\n\n          (b)  Neither the Seller nor the Purchaser shall be liable for payments\nof indemnification under this Section 7 in an aggregate amount greater than\n$450,000;\n\nprovided, however, that, notwithstanding anything contained herein to the\n--------  ------- \ncontrary, the limitations on the indemnification obligations of the parties\nhereto contained in this Section 7.4 shall not apply with respect to Damages\narising under (i) fraud or fraud in the inducement or (ii) the intentional\nbreach of any covenant or agreement contained herein.\n\n     e) Procedure for Indemnification.  If any claim is made against a party (an\n        -----------------------------                                           \n\"indemnified party\") that, if sustained, would give rise to a liability of\n -----------------                                                        \nanother party (the \"indemnifying party\") under this Agreement, the indemnified\n                    ------------------                                        \nparty shall promptly cause notice of the claim to be delivered to the\nindemnifying party along with all of the facts, information or materials\nrelating to such claim of which the indemnified party is aware and shall afford\nthe indemnifying party and its counsel, at the indemnifying party's sole\nexpense, the opportunity to defend or settle the claim.\n\n          i)  The indemnifying party shall have 15 business days after delivery\nthereof to elect, in writing to the indemnified party, to defend or settle the\nclaim, exercising reasonable business judgment, at its own expense.   Until\nwritten notice electing to defend or settle any claim that, if sustained, would\ngive rise to a liability under this Agreement, the indemnified party may take,\nat the expense of the indemnifying party, any action it reasonably believes\nnecessary to preserve its rights with respect to such claim, after promptly\nnotifying the indemnifying party of its intention to take such action and the\nindemnifying party does not elect to take such other action.\n\n                                       10\n\n \n          ii)  If the indemnifying party shall so elect to defend or settle the\nclaim, the indemnifying party may not settle such claim without the prior\nwritten consent of the indemnified party; provided that, if the indemnified\n                                          --------                         \nparty does not consent to such a settlement, the indemnifying party's liability\nto indemnify the indemnified party for such claim shall be limited to the\nexpenses and costs reasonably necessary to preserve its rights to such claim\n(other than any costs of counsel retained by the indemnified party solely to\nmonitor the indemnifying party's obligations hereunder) that the indemnified\nparty has incurred up to the time of the proposed settlement plus the amount of\nthe proposed settlement.  The indemnified party agrees to use commercially\nreasonable efforts to cooperate with the indemnifying party in defending any\nclaim, at the indemnifying party's expense.\n\n          iii) If the indemnifying party shall fail to so elect to defend or\nsettle such claim (exercising reasonable business judgment) at its own expense,\nwithin 30 days of delivery of notice of the claim, or otherwise so fail to\ndefend or settle the claim, the indemnified party shall have the right, but not\nthe obligation, to undertake the defense of and to settle (exercising reasonable\nbusiness judgment) the claim on behalf, for the account and at the risk, of the\nso failing party.  The indemnified party shall use commercially reasonable\nefforts to settle any such claim at commercially reasonable amounts determined\nin good faith by the indemnifying party.\n\n          iv)  In the event the indemnified party should have a claim against\nthe indemnifying party that does not involve a claim or demand by a third party,\nthe indemnified party shall promptly cause notice of such claim to be delivered\nto the indemnifying party. The indemnifying party shall have 15 business days\nafter delivery thereof to elect, in writing to the indemnified party, to defend\nor settle the claim, exercising reasonable business judgment, at its own\nexpense. If the indemnifying party does not notify the indemnified party within\n20 days after the indemnified party's notice that it disputes such claim, the\namount of such claim shall be conclusively deemed as a liability of the\nindemnifying party. If the indemnifying party disputes such claim, the\nindemnifying party and the indemnified party shall attempt in good faith for a\nperiod of 30 days to settle any such dispute.\n\n     f) Other Remedies.  The indemnity of this Section 7 shall be the exclusive\n        --------------                                                         \nremedy of any party for a breach, misrepresentation, nonfulfillment, or default\nin the performance of the representations, warranties, covenants, or agreements\nof this Agreement or any certificate, exhibit, or schedule contemplated hereby,\nexcept in the event of actual fraud or fraud in the inducement; provided,\n                                                                -------- \nhowever, Section 6.1(c) shall govern the remedies of Purchaser against Seller\n-------                                                                      \nand the Key Employees for a breach by them of the covenants contained in Section\n6.1 only.\n\n8. Miscellaneous.\n   ------------- \n\n     a) Broker's Fees.  Each of the parties hereto (a) represents and warrants\n        -------------                                                         \nthat it has not taken and will not take any action that would cause the other\nparty hereto to have any obligation or liability to any person for a finder's or\nbroker's fee except as may be agreed to in writing and (b) agrees to indemnify\nthe other party hereto for breach of the foregoing representation and warranty.\n\n     b) Expenses. Each party hereto shall pay its own expenses, including\n        --------\nwithout limitation the reasonable fees and expenses of its counsel, incurred in\nconnection with this Agreement and the transactions contemplated hereby.\n\n     c) Contents of Agreement; Amendment; Parties in Interest; Assignment; Etc.\n        ----------------------------------------------------------------------- \nThis Agreement, which includes all schedules and exhibits hereto, sets forth the\nentire understanding of the parties hereto \n\n                                       11\n\n \nwith respect to the subject matter hereof. There are no restrictions, promises,\nrepresentations, warranties, covenants or undertakings other than those\nexpressly set forth or referred to herein. This Agreement supersedes all prior\nagreements and understandings between the parties, including, without\nlimitation, that certain letter of intent bearing a December 21, 1998 date\nentered into by Seller and Purchaser which is hereby rendered null and void ab\n                                                                            --\ninitio. This Agreement may be amended, modified or supplemented only by written\n------ \ninstrument duly executed by each of the parties hereto. All representations,\nwarranties, covenants, terms and conditions of this Agreement shall be binding\nupon and inure to the benefit of and be enforceable by the respective heirs,\nlegal representatives, successors and permitted assigns of the parties hereto.\nThe Purchaser may upon prior written notice to Seller assign its rights and\nbenefits hereunder, including without limitation the benefit of any\nrepresentation, warranty or covenant, to any wholly-owned affiliated entity, but\nno party hereto shall assign this Agreement or any right, benefit or obligation\nhereunder to any other party. Any term or provision of this Agreement may be\nwaived at any time by the party entitled to the benefit thereof by a written\ninstrument duly executed by such party.\n\n     d) Notices.  All notices which are required or permitted hereunder shall be\n        -------                                                                 \nsufficient and shall be then deemed given if and when given in writing and\ndelivered personally or sent by registered or certified mail, return receipt\nrequested, postage prepaid, by facsimile (with confirmation received) or by\nnationally recognized courier service (or to such other addressee or address as\nshall be set forth in a notice given in the same manner) as follows:\n\n          If to the Purchaser:\n\n               VerticalNet, Inc.\n               2 Walnut Grove Drive, Suite 150\n               Horsham, Pa 19044\n               Attn:  Mr. Gene Godick\n               Facsimile:  215- 443-3336\n\n          with a required copy to:\n\n               Morgan, Lewis &amp; Bockius LLP\n               2000 One Logan Square\n               Philadelphia, PA  19103-6993\n               Attn:  Stephen M. Goodman, Esquire\n               Facsimile: 215-963-5299\n\n          If to the Seller:\n\n               Coastal Video Communications Corp.\n               3083 Brickhouse Corp.\n               Virginia Beach, VA 23452\n               Attn:  Mr. Philip P. Price\n               Facsimile:  757-631-4304\n\n          with a required copy to:\n\n               Hofheimer Nusbaum, P.C.\n               999 Waterside Drive\n\n                                       12\n\n \n               Dominion Tower, Suite 1700\n               Norfolk, VA 23510\n               Attn: William A. Old, Jr.\n               Facsimile: 757-629-0660\n\n          If to a Key Employee:\n\n               [Name of Key Employee]\n               c\/o Coastal Video Communications Corp.\n               3083 Brickhouse Corp.\n               Virginia Beach, VA 23452\n               Facsimile:  757-631-4304\n\n     e) Governing Law.  This Agreement shall be construed and interpreted in\n        -------------                                                       \naccordance with the laws of the Commonwealth of Pennsylvania, without regard to\nits provisions concerning conflict of laws.\n\n     f) Public Announcements.  The Seller shall not make any public statements,\n        --------------------                                                   \nincluding without limitation, any press releases, with respect to this Agreement\nand the transactions contemplated hereby without the prior consent of the\nPurchaser, except as may be required by law.\n\n     g) Counterparts.  This Agreement may be executed in two or more\n        ------------                                                \ncounterparts, each of which shall be considered an original, but all of which\ntogether shall constitute the same instrument.  It shall not be necessary in\nmaking proof of this Agreement or any counterpart hereof to produce or account\nfor any of the other counterparts.\n\n     h) Consent to Jurisdiction.  Any legal action or proceeding with respect to\n        -----------------------                                                 \nthis Agreement shall be brought in the courts of the Commonwealths of either\nVirginia or Pennsylvania or of the United States located within such\njurisdictions, and, the parties hereto each accept the exclusive jurisdiction of\nsuch courts. Each of the parties hereto hereby waives any claim that any such\ncourt lacks jurisdiction over it, and agrees not to plead or claim, in any legal\naction or proceeding with respect to this Agreement brought in any of the\naforesaid courts, that any such court lacks jurisdiction over it.  Each of the\nparties hereto hereby further waives any objection which it may now or hereafter\nhave to the laying of venue of any action or proceeding arising out of or in\nconnection with this Agreement brought in the aforesaid courts and further\nwaives and agrees not to plead or claim in any such court that any such action\nor proceeding brought in any such court has been brought in an inconvenient\nforum.\n\n     i) Further Assurances.  Each party hereto agrees to execute any and all\n        ------------------                                                  \ndocuments, and to perform such other acts, to the extent permitted by law, that\nmay be reasonably necessary or expedient to further the purposes of this\nAgreement or to further assure the benefits intended to be conferred hereby.\n\n      11.10    Incorporation of Exhibits and Schedules.  The exhibits and\n               ---------------------------------------                   \nschedules identified in this Agreement are  incorporated herein by reference and\nmade a part hereof.  The term \"Agreement\" shall include all such exhibits,\nschedules, certificates, and writings.\n\n      11.11    Rights of Third Parties.  Nothing in this Agreement shall be\n               -----------------------                                     \nconstrued as giving any person, firm, corporation, or other entity, other than\nthe parties who are signatory hereto and their respective successors and\npermitted assigns, any right, remedy, or claim under or in respect of this\nAgreement or any provision hereof.\n\n                                       13\n\n \n     IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto\nas of the day and year first written above.\n\n\n                         PURCHASER:\n\n                         VERTICALNET, INC.\n\n\n\n                         By:  \/s\/    Gene S. Godick                    \n                             ------------------------------------ \n                              Name:  Gene S. Godick                    \n                              Title: Chief Financial Officer\n\n \n                         SELLER:\n\n                         COASTAL VIDEO COMMUNICATIONS CORP.\n\n\n\n                         By:  \/s\/ Paul V. Michels                \n                             ------------------------------------  \n                              Name:  Paul V. Michels                \n                              Title: President\n\n                         KEY EMPLOYEES:\n\n\n\n                             \/s\/ Paul V. Michels                \n                         ----------------------------------------\n                         Paul V. Michels\n\n\n\n                            \/s\/ Philip P. Price\n                         ----------------------------------------\n                         Philip P. Price\n\n                                       14\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9250],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9623,9622],"class_list":["post-43313","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-verticalnet-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43313","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43313"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43313"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43313"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43313"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}