{"id":43326,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/assets-purchase-agreement-medscape-inc-and-scp-communications.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"assets-purchase-agreement-medscape-inc-and-scp-communications","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/assets-purchase-agreement-medscape-inc-and-scp-communications.html","title":{"rendered":"Assets Purchase Agreement &#8211; Medscape Inc. and SCP Communications Inc."},"content":{"rendered":"<pre>\n            ASSETS PURCHASE AGREEMENT, dated as of April 1, 1996 (this\n\"Agreement\"), by and between\n\n                  (1) MEDSCAPE, INC., a New York corporation (\"Purchaser\"); and\n\n                  (2) SCP COMMUNICATIONS, INC., a Delaware corporation\n            (\"Seller\").\n\n                              W I T N E S S E T H :\n\n            WHEREAS, Seller has commenced a business known as \"Medscape\" as an\non-line medical information site on the World Wide Web;\n\n            WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires\nto purchase from Seller, certain of the business assets of the Seller utilized\nin the Medscape business (the \"Business\"), together with the goodwill associated\nwith the Business, as are identified to be purchased by Purchaser under this\nAgreement (collectively, the \"Purchased Assets\" ), upon the terms and subject to\nthe conditions set forth in this Agreement;\n\n            NOW, THEREFORE, in consideration of the mutual benefits to be\nderived and the representations and warranties, conditions and promises herein\ncontained, and intending to be legally bound hereby, Seller and Purchaser hereby\nagree as follows:\n\n                                    ARTICLE I\n\n                                     GENERAL\n\n            1.01. Purchased Assets. (a) As of the date hereof, Seller shall\nconvey, sell, transfer, assign and deliver unto Purchaser, and its successors\nand assigns forever, the Purchased Assets as set on Exhibit 1.01 hereof,\ntogether with the goodwill associated with the Business and all other intangible\nassets which derive from the Business together with copies of all files, books\nand records relating to the Purchased Assets.\n\n                  (b) From and after the date hereof, Seller shall give to\nPurchaser and its representatives free and unrestricted access to the books,\nfiles and records of Seller relating to the Business. Prior to destroying or\ndisposing of such books, files and records, Seller shall give 30-days notice to\nPurchaser of the intended destruction or disposition, and Purchaser shall have\nthe right to take possession of the same or to make copies of the same at its\nexpense.\n\n            1.02. Excluded Assets. The Purchased Assets shall not include any\nright, title, interest and claims of Seller in, to or under any of the following\nassets: cash and cash equivalents; tax returns; articles of incorporation and\nby-laws of Seller; corporate minutes; seals and stock books of Seller; bank\ndeposits or accounts of Seller; refunds or claims for refunds of taxes payable\nby Seller; and any other assets tangible or intangible, which do not relate to\nthe Business.\n\n\n                                                                               2\n\n\n            1.03. Leased Assets. Seller hereby leases to Purchaser for a term of\none (1) year the equipment identified on Exhibit 1.03 hereto for the annual\nrental set forth on such Exhibit and on such other terms and conditions as the\nparties may mutually agree.\n\n            1.04. No Liabilities Assumed by Purchaser. Purchaser shall not\nassume any liabilities, payments or obligations of Seller (absolute, contingent\nor otherwise) arising out of the Business, the ownership or operation of any of\nthe Purchased Assets, or the consummation of the transactions under this\nAgreement or otherwise.\n\n            1.05. Purchase Price. (a) The purchase price (the \"Purchase Price\")\nfor the Purchased Assets shall be $50,000, payable to Seller in cash and the\nassumption of the lease obligations set forth in section 1.03.\n\n                  (b) The Purchase Price shall be allocated among each item or\nclass of the Purchased Assets for all tax purposes in accordance with the\nallocation schedule attached hereto as Exhibit 1.05. The parties agree that they\nwill prepare and file their respective federal and any state or local income tax\nreturns, and any sales tax returns or other filings, based on such allocation of\nthe Purchase Price, and shall not take a position in any tax proceeding, tax\naudit or otherwise inconsistent with such allocation.\n\n                                   ARTICLE II\n\n                         REPRESENTATIONS AND WARRANTIES\n\n            2.01. Representations and Warranties of Seller. Seller represents\nand warrants to Purchaser as follows, and acknowledges and confirms that\nPurchaser is relying upon such representations and warranties in connection with\nthe execution, delivery and performance of this Agreement:\n\n                  (a) Organization and Good Standing. Seller is a corporation\nduly organized, validly existing and in good standing under the laws of the\nState of Delaware.\n\n                  (b) Consents, Authorizations, Binding Effect, Etc. Seller may\nexecute, deliver and perform this Agreement without the necessity of any\nconsent, approval, authorization or waiver or giving any notice or otherwise\n(including without limitation any consent of or notice to any other stockholder\nof Seller), except for such consents, approvals, authorizations, waivers and\nnotices which have been obtained and are unconditional and remain in full force\nand effect and such notices which have been given. This Agreement has been duly\nauthorized, executed and delivered by Seller and this Agreement constitutes the\nlegal, valid and binding obligation of Seller, enforceable against Seller in\naccordance with its terms. The execution, delivery and performance of this\nAgreement by Seller will not (1) constitute a violation of the certificate of\ninformation or the\n\n\n                                                                               3\n\n\nby-laws of Seller, as amended and in effect on the date hereof (2) conflict\nwith, result in the breach of or constitute a default under any contract, lease,\nagreement, license, commitment or order of, or binding upon, Seller, (3)\nconstitute a violation of any statute, judgment, order, decree or regulation or\nrule of any court, governmental authority or arbitrator applicable or relating\nto Seller or the Purchased Assets, or (4) result in the creation of any lien\nupon any of the Purchased Assets pursuant to the provisions of any of the\nforegoing. Each tangible and intangible Purchased Asset owned or used by Seller\nimmediately prior hereto will be owned or available for use by Purchaser\nimmediately subsequent to the Closing hereunder on the same basis as the Seller\nused such asset or right.\n\n                  (c) Insurance. Exhibit 2.01(c) hereto contains a list of all\npolicies of insurance maintained by Seller with respect to the Business in\neffect on the date hereof and generally describing the coverage thereby. There\nare no claims pending, or to the best knowledge of Seller, threatened under said\npolicies or disputes with underwriters, and all premiums due and payable have\nbeen paid and all such policies are in full force and effect in accordance with\ntheir respective terms. In addition, Seller has no reason to believe that any\ncircumstance exists which could give rise to a claim under Seller's errors and\nomissions or other policies.\n\n                  (d) Litigation and Compliance. There are no actions, suits,\nclaims or proceedings, whether in equity or at law, pending or threatened, and\nto the best knowledge of Seller, there are no governmental or administrative\ninvestigations pending or threatened, against Seller with respect to the\nBusiness.\n\n                  To the best of its knowledge, Seller is in, and has conducted\nits operations in, material compliance with, and is not in material default or\nviolation under, and has not conducted its operations in material violation of,\nany law, rule, regulation, decree or order (including without limitation\nenvironmental, safety and health matters and matters relating to the employment\nof labor, employee civil rights, and equal employment opportunities) applicable\nto Seller and the Business.\n\n                  To the best of its knowledge, Seller has duly filed all\nreports and returns required to be filed by it with governmental authorities and\nhas obtained all governmental permits and licenses and other governmental\nconsents which are required in connection with the operation of the Business by\nSeller.\n\n                  (e) Intellectual Property. To the best of its knowledge,\nSeller owns or has the right to use pursuant to written license, sublicense,\nagreement or permission all intellectual property necessary for the operation of\nthe Business as presently conducted. As used in this Agreement, intellectual\nproperty means and includes (a) patents, patent applications, patent disclosures\nand improvements thereto; (b) trademarks, service marks, trade dress, logos,\ntrade names and corporate names (including without limitation all brand names\nand trade style), and registrations and applications for registration thereof\nand all rights related thereto, including all good will; (c) copyrights and\nregistrations and applications for registration thereof; (d) computer software,\ndata and documentation; (e) trade secrets and confidential business information\n(including ideas, know-how, \n\n\n                                                                               4\n\n\ninventions, drawings, specifications, manuals, designs, plans, proposals,\ntechnical data, copyrightable works, financial, marketing and business data,\npricing and cost information, business and marketing plans and customer and\nsupplier lists and information and all other proprietary information); and (f)\nlicense agreements or other rights related to the foregoing and any rights or\ncauses of action resulting from any infringement or violation of any of the\nforegoing.\n\n                  Seller is not aware of any basis for any claim by any third\nparty that Seller's operation of the Business infringes the patents, trademarks,\ncopyrights, trade secrets or other intellectual property rights of any third\nparty. Seller has made no claims that a third party has violated or infringed\nany of Seller's patents, trademarks, copyrights, trade secrets or other\nproprietary rights.\n\n                  Exhibit 1.01 sets forth all patents and patent applications,\ntrademarks, service marks, trade names and registrations and applications for\nregistrations, copyright registrations and license agreements or other rights\nrelated to the foregoing and any rights or causes of action resulting from any\ninfringement or violation of any of the foregoing. Except as disclosed on\nExhibit 1.01 Seller has not made any registration or application with respect to\nany of the intellectual property transferred to Purchaser hereunder. All of\npatents, trademark and service mark registrations, and copyright registrations\nlisted in Exhibit 1.01 are in full force, are held of record in Seller's name\nfree and clear of all liens and encumbrances, and are not the subject of any\ncancellation or reexamination proceeding or any other proceeding challenging\ntheir extent or validity. Seller is the applicant of record in all patent\napplications, and applications for trademark, service mark, and copyright\nregistration listed in Exhibit 1.01, and no opposition, extension of time to\noppose, interference, rejection, or refusal to register has been received in\nconnection with any such application. No order, holding, decision or judgment\nhas been rendered by any governmental authority, and no agreement, consent or\nstipulation exists, which would limit Seller's use of any intellectual property\nincluded in the Purchased Assets.\n\n                  Exhibit 1.01 also identifies each material item of\nintellectual property that any third party owns and that Seller uses pursuant to\nlicense, sublicense, agreement or permission. Seller has made available to\nrepresentatives of Purchaser correct and complete copies of all such licenses,\nsublicenses, agreements and permissions (as amended to date). With respect to\neach such item of intellectual property, the license, sublicense, agreement or\npermission covering the item is legal, valid, binding, enforceable and in full\nforce and effect and will continue to be legal, valid, binding, enforceable and\nin full force and effect following the consummation of the transactions\ncontemplated by this Agreement.\n\n                  (f) Employees. Exhibit 2.01(f) lists the employees of the\nBusiness. Seller is not a party to nor bound by any collective bargaining\nagreement.\n\n                  (g) Pension and Other Employee Plans and Agreements. Exhibit\n2.01(g) hereto sets forth all of the pension plans, deferred compensation plans,\nother employee \n\n\n                                                                               5\n\n\nbenefit plans, employee agreements and severance arrangements relating to the\nBusiness, and Seller has delivered to Purchaser true and complete copies of all\nof the foregoing, as amended and in effect on the date hereof. Except as\nidentified on Exhibit 2.01(g) hereto, none of such plans or agreements\nconstitutes a pension plan as defined in Section 3 (2) of the Employee\nRetirement Income Security Act of 1974 as amended.\n\n                  (h) Contracts, Etc. All contracts, leases, instruments,\nlicenses, commitments, orders and other agreements relating to the Business to\nwhich Seller is party or by which Seller is bound or which relate to the\nPurchased Assets are listed on Exhibit 2.01(h) hereto. Each of such agreements\nremain in full force and effect, and, to the best of Seller's knowledge, there\nare no existing defaults by Seller under any of such agreements.\n\n            2.02. Representations and Warranties of Purchaser. Purchaser\nrepresents and warrants to Seller as follows, and acknowledges and confirms that\nSeller is relying upon such representations and warranties in connection with\nthe execution, delivery and performance of this Agreement:\n\n                  (a) Organization and Good Standing. Purchaser is a corporation\nduly organized, validly existing and in good standing under the laws of the\nState of New York.\n\n                  (b) Consents, Authorizations, Binding Effect, Etc. Purchaser\nmay execute, deliver and perform this Agreement without the necessity of any\nconsent, approval, authorization or waiver or giving any notice or otherwise\n(including without limitation any consent of or notice to any other stockholder\nof Purchaser), except for such consents, approvals, authorizations, waivers and\nnotices which have been obtained and are unconditional and remain in full force\nand effect and such notices which have been given. This Agreement has been duly\nauthorized, executed and delivered by Purchaser and this Agreement constitutes\nlegal, valid and binding obligation of Purchaser, enforceable against Purchaser\nin accordance with its terms. The execution, delivery and performance of this\nAgreement by Purchaser will not (1) constitute a violation of the certificate of\nincorporation or the by-laws of Purchaser, as amended and in effect on the date\nhereof (2) conflict with, result in the breach of or constitute a default under\nany contract, lease, agreement, license, commitment or order of, or binding\nupon, Purchaser, or (3) constitute a violation of any statute, judgment, order,\ndecree or regulation or rule of any court, governmental authority or arbitrator\napplicable or relating to Purchaser.\n\n                                   ARTICLE III\n\n                                     CLOSING\n\n            Deliveries at the Closing. Simultaneously with the execution of this\nAgreement, (i) Seller shall execute, acknowledge (if appropriate) and deliver to\nPurchaser (x) the Bill of Sale and \n\n\n                                                                               6\n\n\n(y) such other instruments of sale, transfer, conveyance and assignment as\nPurchaser reasonably may request, in each case sufficient to convey, transfer\nand deliver to Purchaser good and marketable title to all the Purchased Assets;\n(ii) Purchaser shall execute, acknowledge (if appropriate) and deliver to Seller\nsuch instruments of assumption as Seller reasonably may request; and (iii)\nPurchaser shall deliver the cash Purchase Price.\n\n                                   ARTICLE IV\n\n                                  MISCELLANEOUS\n\n            4.01. Further Actions. From time to time, as and when requested by\nPurchaser or Seller, Seller (if requested by Purchaser) , and Purchaser (if\nrequested by Seller) , shall execute and deliver, or cause to be executed and\ndelivered, such documents and instruments and shall take, or cause to be taken,\nsuch further or other actions as may be deemed necessary or desirable to carry\nout the intent and purposes of this Agreement, to convey, transfer, assign and\ndeliver to Purchaser, and its successors and assigns, the Purchased Assets (or\nto evidence any of the foregoing) and to consummate and give effect to the other\ntransactions, covenants and agreements contemplated hereby.\n\n            4.02. Broker's Fees. Seller and Purchaser represent and warrant to\nthe other that each has no obligation or liability to any broker or finder by\nreason of the transactions which are the subject of this Agreement.\n\n            4.03. Expenses. Except as otherwise specifically provided herein,\nSeller and Purchaser shall each bear its own costs and expenses in connection\nwith the negotiation, execution and the delivery of this Agreement and the\nconsummation of the transactions hereunder. Seller shall pay all sales taxes and\nany other transfer fees and taxes arising out of the transactions contemplated\nby this Agreement.\n\n            4.04. Entire Agreement. This Agreement, which includes Exhibits\nhereto and the other documents, agreements and instruments executed and\ndelivered pursuant to or in connection with this Agreement, contains the entire\nagreement among the parties hereto with respect to the transactions contemplated\nby this Agreement and supersedes all prior arrangements or understandings with\nrespect thereto.\n\n            4.05. Descriptive Headings. The headings of this Agreement are\ndescriptive and are for convenience only and shall not control or affect the\nmeaning or construction of any provision of this Agreement.\n\n            4.06. Notices. All notices or other communications which are\nrequired or permitted hereunder shall be in writing and sufficient if sent by\nregistered or certified mail (receipt requested), \n\n\n                                                                               7\n\n\nfacsimile transmission (with receipt confirmed), or receipted courier or\ndelivery service, addressed as follows, and shall be deemed given when received\nat the office indicated below:\n\n            If to Seller:     SCP Communications, Inc.\n                              134 West 29th Street\n                              New York, New York 10001\n\n                              Attention: Donald Edwards\n                              Chief Financial Officer\n\n            If to Purchaser:  Medscape, Inc.\n                              134 West 29th Street\n                              New York, New York 10001\n\n                              Attention: Peter Frishauf\n                              Chief Executive Officer\n\nAny party may by notice change the address to which notice or other\ncommunications to it are to directed.\n\n            4.07. Governing Law. This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of New York (other than the\nchoice of law principles thereof).\n\n                  Any action, suit or other proceeding initiated by a Seller or\nPurchaser against the other under or in connection with, this Agreement may be\nbrought only in any Federal or state court in the State of New York, as the\nparty bringing such action, suit or proceeding shall elect, having jurisdiction\nover the subject matter thereof. Seller and Purchaser hereby submit themselves\nto the jurisdiction of any such court, and agree to refrain from initiating or\nmaintaining any legal proceeding in any other forum or jurisdiction. Seller and\nPurchaser further agree to waive any right to trial by jury in connection with\nany such proceeding, or any claim in connection therewith.\n\n            4.08. Survival of Representations and Warranties. All\nrepresentations and warranties contained herein or made pursuant hereto shall\nsurvive the closing of the transactions hereunder and the delivery of the Bill\nof Sale for a period of eighteen months after the closing.\n\n            4.09. Waivers and Amendments. Any waiver of any term or condition of\nthis Agreement, or any amendment or supplementation of this Agreement, shall be\neffective only if in writing. A waiver of any breach or failure to enforce any\nof the terms or conditions of this Agreement shall not in any way affect, limit\nor waive a party's rights hereunder at any time to enforce strict compliance\nthereafter with every term or condition of this Agreement.\n\n\n                                                                               8\n\n\n            4.10. Third Party Rights. Notwithstanding any other provision of\nthis Agreement, this Agreement shall not create benefits on behalf of any third\nparty or other person, and this Agreement shall be effective only as between the\nparties hereto, their successors and permitted assigns.\n\n            4.11. Illegalities. In the event that any provision contained in\nthis Agreement shall be determined to be invalid, illegal or unenforceable in\nany respect for any reason, the validity, legality and enforceability of any\nsuch provision in every other respect and the remaining provisions of this\nAgreement shall not, at the election of the party for whose benefit the\nprovision exists, be in any way impaired.\n\n\n                                                                               9\n\n\n            IN WITNESS WHEREOF, the undersigned have executed this Agreement on\nand as of the date first above written.\n\n\n                                             SCP COMMUNICATIONS, INC.\n\n                                             By: \/s\/ Donald Edwards\n                                                 ------------------------------\n                                                 Name:  Donald Edwards\n                                                 Title: Chief Financial Officer\n\n\n                                             MEDSCAPE, INC.\n\n                                             By: \/s\/ Peter Frishauf\n                                                 ------------------------------\n                                                 Name:  Peter Frishauf\n                                                 Title: Chief Executive Officer\n\n\n                            Assets Purchase Agreement\n                         Exhibit 1.01 - Purchased Assets\n\nTrademark:        MED SCAPE\n\nTrademark:        MED SCAPE THE ONLINE RESOURCE FOR BETTER PATIENT CARE\n\nTrademark:        BannerLink\n\nTrademark:        PicTour\n\nTrademark:        Internet Medical Marketing\n\nTrademark:        Publishers' Circle\n\n\n                            Assets Purchase Agreement\n                          Exhibit 1.05 - Purchase Price\n\n\n\n                                                            Purchase\n                                                              Price\n                                                            --------\n                                                              \nTrademark:  MED SCAPE                                       $ 25,000\n\nTrademark:  MEDSCAPE THE ONLINE\n            RESOURCE FOR BETTER\n            PATIENT CARE                                    $  5,000\n\nTrademark:  BannerLink                                      $  5,000\n\nTrademark:  PicTour                                         $  5,000\n\nTrademark:  Internet Medical Marketing                      $  5,000\n\nTrademark:  Publishers' Circle                              $  5,000\n                                                            --------\n                                 Total:                     $ 50,000\n                                                            --------\n\n\n\n                            Assets Purchase Agreement\n                          Exhibit 1.03 - Leased Assets\n\n       Computer Equipment leased for a one year term for $2,000 per month\n\n\n\n     Vendor           Date    #                      Item\n                          \nCDW Incorporated    3\/11\/96   1    ATI Exclaim 2MB #55979-Medscape Web Server\nCDW Incorporated    3\/27\/96   1    Apple PB 5300s (16\/750) CDW#05796\nCDW Incorporated    3\/27\/96   1    Apple PB 5300cs (8\/500) CDW#62904\nCDW Incorporated    3\/27\/96   1    8MB RAM 5300cs CDW#61393\nCDW Incorporated    3\/27\/96   1    Global Village PowerPort Platinum Pro\nCDW Incorporated    3\/27\/96   1    Megahertz Cruise Card 28.8 PC Card #58075\nCDW Incorporated    3\/14\/96   1    PPC7500\/100 (16\/500) #57205\nCDW Incorporated    3\/14\/96   1    Sony 15SX #61888\nCDW Incorporated    3\/14\/96   3    PPC7500\/100 (16\/500) #57205\nCDW Incorporated    3\/14\/96   2    1GB Internal HD #65250\nCDW Incorporated    3\/14\/96   4    Sony 15SX #61888\nCDW Incorporated    3\/14\/96   1    HDI 30 to 50pin Cable #37966\nCDW Incorporated    3\/14\/96   1    Quark Express #63937\nCDW Incorporated    3\/14\/96   1    PPC 7500 (16\/lGB\/4CD)\nCDW Incorporated    3\/14\/96   1    Norton Update #64414\nCDW Incorporated    3\/14\/96   1    OmniPage Professional Upgrade\nCDW Incorporated    2\/19\/96   1    16MB Chip for 5300 #58842\nCDW Incorporated    2\/16\/96   1    Tripplit Smart 2000rm xl #63426\nCDW Incorporated    2\/16\/96   1    TrippLite RT2 #49214\nFarallon            2\/12\/96   1    Timbuktu Upgrade 10--pack\nCDW Incorporated    2\/22\/96   1    Apple 7500\/100 (16\/1)\nCDW Incorporated    2\/22\/96   2    16MB DIMMS #56182\nCDW Incorporated    2\/22\/96   10   TDK Blank CD#\nCDW Incorporated    2\/22\/96   1    Newer Technologies Microdock 63850\nCDW Incorporated    1\/9\/96    2    Apple 7500\/100 (16\/lGB\/CD)\nCDW Incorporated    1\/9\/96    1    NEC MultiSync XV17\nCDW Incorporated    1\/9\/96    2    16 DIMM for 7500\/10\nCDW Incorporated    1\/5\/96    1    Epson ES1200C Professional Scanner #44508\nCDW Incorporated    12\/18\/95  1    Apple 5300 Active (16\/750)\nCDW Incorporated    12\/18\/95  1    Apple 7500\/100 (16\/1GB\/CD)\nCDW Incorporated    12\/18\/95  1    Apple Extended Keyboard II\nCDW Incorporated    12\/18\/95  1    Apple 1705 Multiscan Monitor\nCDW Incorporated    12\/18\/95  1    Global Village PowerPort Platinum Pro\nCompu-D Intemation  7\/18\/95   2    Apple Powermac 6100\/66\/8\/500\n\n\n\n                                     Page 1\n\n\n\n\n                          \nCompu-D Intemation  7\/18\/95   4    16 MB Ram Upgrade\nCompu-D Intemation  9\/8\/95    2    Apple Computer 7500\/100 16\/1 GIG CD\nApple Computer      4\/28\/95   2    M3350Z\/ACable 15M TWST-PR-INT\nApple Computer      5\/12\/96   1    M2848G\/A Quicktake 100 Travel Case-GE\nApple Computer      5\/12\/96   1    M379OLL\/A Camera Mac Qtake 150-USA\nApple Computer      5\/12\/96   1    M2655 G\/AQuicktake 100 Battery Booster\nApple Computer      4\/28\/96   4    M3089LL\/A Monitor RGB 15 Multiple Scan\nApple Computer      4\/28\/96   1    M2471LL\/A PTR 110V LW 16\/600 PS-USA\nApple Computer      4\/28\/96   1    M3351Z\/A Ethernet 10T\/5 WRKGRP HUB-IN\nApple Computer      4\/28\/96   2    Local Talk, Conn Kit DIN-8-USA\nApple Computer      4\/28\/95   1    M2650G\/A 500 Sht Feeder LW 16\/600 PS-\nApple Computer      7\/13\/95   1    M2650G\/A 500 Sht Feeder LW 16\/600 PS-\nApple Computer      7\/13\/95   10   M0437Z\/B Ethernet Twisted Pair Trans-\nApple Computer      7\/13\/95   1    M4423LL\/A CPU PWR MAC 9500 16\/2G\/CD\/13\nApple Computer      7\/13\/95   1    M1859Z\/D At Ease 3.0-INT\nApple Computer      7\/13\/95   1    M2471LL\/A PTR 110V LW 16\/600 PS-USA\nApple Computer      7\/13\/95   1    M3298LL\/A CRD Domestic Fax Card, LW 16\/\nApple Computer      7\/13\/95   1    B2432LL\/A BNDL CD600E W\/SCSI SYS CBL-U\nApple Computer      8\/10\/95   10   M2473G\/A Toner Cartridge LW-GEN\nApple Computer      8\/10\/95   4    M3503LL\/A Apple SCSI Active Terminator\nApple Computer      9\/8\/95    2    M1814Z\/A Sys Upgr Top Cov Pwrbk Duo D\nApple Computer      9\/8\/95    1    M3298LL\/A CRD Domestic Fax Card, LW 16\/\nApple Computer      9\/8\/95    7    M3102LL\/A CPU PWR MAC 7500 16\/1GB CD-U\n\n\n\n                                     Page 2\n\n\n                            Assets Purchase Agreement\n                           Exhibit 2.01(c) - Insurance\n\n\n\n            Type of Coverage                                    Coverage\n--------------------------------------------------------------------------------\n                                                                        \nCommercial Business Package:\n\nContents Prop.  Lmt.                                     $             350,000\nDeductible                                               $                 500\nValuation                                                          REPL\nBusiness Interrupt                                       $              50,000\nExtra Exp.                                                         INCL.\nTransit Cov.                                             $              25,000\nProp. of Others on Premises                              $              25,000\nDies, Cuts, Molds, Etc.-Artwork                          $              25,000\nOff Premises Cov.                                        $              25,000\nValuable Papers                                                    INCL.\nComputer Hardware (Mini Micro)                           $             150,000\nMedia Coverage (Mini Micro)                              $              22,500\nRobbery In &amp; Out                                         $10000.\/2000.\nBurglary                                                           INCL.\nEmployee Fidelity\/Dishonesty                             $               5,000\nPlate Glass\/Sign Cov.                                         See Bus. Link\nBUS LINK ENDT.\nMini-Micro Computer Cov. with Transit Cov.               $150,000 &amp; 25,000Tran\n                                                         $2,000,000 per person &amp; $1,000,000 umbrella per\n                                                         occurrence\nGeneral Liab.-Aggreg. Lmt.\nPersonal Injury\nProduct Liability                                        $1,000,000 per person\nFire Legal Liability                                     $1,000,000 per person\nWater Damage Legal                                       $              50,000\nNon-Owner Autom.  Liab.                                            INCL.\nMalpractice (E&amp;O) Liab.                                            INCL.\nOther Insurance:\nUmbrella Liability                                       $           1,000,000\nWorker Compensation                                           All employees\nNY State Disability                                           All employees\n\n\n\n                            Assets Purchase Agreement\n                           Exhibit 2.01(f) - Employees\n\n\n\nEmployee Name                                           Title\n-------------                                           -----\n                                       \nStephen E. Smith                      VP, Director Editorial Design &amp; Production\n\nDaniel P. Mckillen                    VP, Sales\n\nWilliam T. Seitz                      VP, IT\n\nSusan Bergman                         VP, Business Development\n\nGregory Fortescue                     Marketing Manager\n\nVincent J. Keane                      Web Designer\n\nLeah Wang                             Assistant Editor\n\nChris Pepper                          Systems Administrator\n\nDeborah J. Norton                     Production\n\nDavid E. Orbach                       Production\n\nTheodore A. Singer                    Coordinator\n\nCraig A. Pearlman                     Production Assistant\n\nGerard Donnelly                       Design Assistant\n\n\n\n\n                            Assets Purchase Agreement\n                       Exhibit 2.01(g) - Employee Benefits\n\nMedical Insurance (including Dental)\n\nLife Insurance\n\nSupplemental Disability Insurance\n\n401(k) Plan (with Profit Sharing Contribution by company)\n\nCafeteria Plan - Medical\n\nCafeteria Plan - Dependent Care\n\nState Unemployment\n\nFederal Unemployment\n\nDisability\n\nWorkers Compensation\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8179],"corporate_contracts_industries":[],"corporate_contracts_types":[9623,9622],"class_list":["post-43326","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-medscape-inc","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\/43326","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=43326"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43326"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43326"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43326"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}