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Exhibit 2.2
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT made this 2nd day of October, 2006, by and
among
Southwest Securityscan, Inc., a Texas corporation with offices at
802 Gemini
Avenue, Suite D, Duncanville, TX 75137 ("Seller"), David J. Mabey,
an individual
resident at 1312 Red Oak Creek Drive, Ovilla, Texas 75154 ("Mabey")
and Henry
Bros. Electronics, Inc., a New Jersey corporation with offices at
280 Midland
Avenue, Saddle Brook, New Jersey 07663, ("Buyer").
WHEREAS, Seller owns certain assets relating to its security
business and
Seller wishes to sell and Buyer wishes to buy certain but not all
of such
assets.
WHEREAS, Mabey, to induce Buyer to conclude this transaction, gives
Buyer
certain covenants.
NOW
THEREFORE, in consideration of the premises and the mutual
representations, warranties and covenants set forth herein, Seller
and Mabey and
Buyer agree that:
1. SALE AND PURCHASE
'SS'1.1 Sale and Purchase of Certain Assets. On and subject to the
terms and
conditions set forth in this Agreement, Seller shall sell, assign,
transfer and
convey to Buyer, and Buyer shall purchase from Seller, all of the
assets
consisting of inventory specified on Schedule 1.1-A, equipment and
furnishings
specified on Schedule 1.1-B, vehicles specified on Schedule 1.1-C,
active
monitoring accounts specified on Schedule 1.1-D, a list of other
accounts which
SSI has done business specified on Schedule 1.1-E, a list of
proposals specified
on Schedule 1.1-F, and other tangible assets specified on Schedule
1.1-G (the
"Sold Assets") for the consideration specified in Section 1.3 (the
"Purchase
Price").
'SS'1.2 Assets Excluded; Liabilities Not Assumed. Seller shall not
sell nor
Buyer purchase any assets other than the Sold Assets and, except
for Buyer's
assumption of liabilities and obligations specifically identified
on Schedule
1.2, Buyer shall not, and shall not be required to, assume or be
obligated to
pay, discharge or perform, any debts, liabilities, adverse claims
or obligations
of any kind or nature whatsoever of Seller, whether in connection
with the Sold
Assets or otherwise and arising before the consummation of the
transactions
contemplated herein, or bear any cost or charge with respect
thereto.
'SS'1.3 Payment of Consideration. The total consideration shall
equal $100,000.
(a) Buyer shall make wire or other similar payments of the full
amounts of
indebtedness of the four credit facilities of SSI, specified on
Schedule 1.3, in
an amount totaling $88,013.87, and Seller or Mabey, as the case may
be, shall
terminate said credit facilities coincident with the aforementioned
payments.
(b) The amount by which the total of the four preceding payments is
less than
$100,000, as adjusted pursuant to Section 1.4, shall be paid to SSI
in the
amount of $6,773.09.
'SS'1.4 Deferred Revenue. A determination shall be made, as of the
Closing, with
respect to the accounts specified in Schedule 1.1-D, of the amounts
billed but
unearned for services to be performed by Buyer subsequent to the
Closing
("Deferred Revenue") which amount $5,213.04 shall be deducted from
the payment
in Section 1.3 (b).
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2.
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller understands and acknowledges that it is aware that Buyer is
relying upon
the representations and warranties of Seller stated herein and that
but for
those representations and warranties, Buyer would not enter into
this agreement.
Seller represents and warrants to Buyer that:
'SS'2.1 Corporate Status and Authority. Seller is a corporation
duly organized,
validly existing, and in good standing under Texas law and (i) has
all corporate
power and authority to conduct its business involving the Sold
Assets now being
conducted; (ii) the execution, delivery and performance of this
Agreement have
been duly authorized by its Board of Directors and (to any extent
necessary) its
shareholders; and (iii) this Agreement and such other agreements
associated
herewith are the legal, valid and binding agreements of Seller,
enforceable
according to their respective terms.
'SS'2.2 Taxes. (a) There are no tax liens on any of the Sold Assets
except for
liens for taxes not yet due and payable, and no tax liens will at
any time be
asserted against the Sold Assets for or on the basis of taxes that
are due and
payable, or are accrued even though not due or payable, at any time
before the
Closing. (b) Seller has collected and remitted to the proper
authority all prior
taxes, if any, due on all contracts included in Sold Assets.
'SS'2.3 Insurance. The Sold Assets and Seller's business relating
thereto are
insured against loss, damage and liability (including without
limitation product
liability) in the amounts, and by the insurers, set forth in
Exhibit B.
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