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Exhibit 99.1
ASSET PURCHASE
AGREEMENT
ASSET PURCHASE
AGREEMENT
This Asset Purchase Agreement ("Agreement") is
entered into effective the 1st of October, 2006, by and among Vivid
Learning Systems, Inc., a Delaware corporation ["Vivid"], with its
corporate office at 723 The Parkway, Richland, Washington 99352 and
Nuvotec USA , Inc. ["Nuvotec"], with its corporate
office at 723 The Parkway, Richland, Washington 99352.
RECITALS
WHEREAS, Vivid and Nuvotec have determined that
the purchase of certain assets of Nuvotec [a list thereof attached
hereto as Exhibit A] by Vivid pursuant to, and subject to all
of the terms and conditions of, this Agreement, is advisable, fair,
and in the best interests of Vivid and Nuvotec;
NOW, THEREFORE, in consideration of the
representations, warranties, covenants, and agreements contained
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as
follows:
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual
covenants and agreements hereinafter set forth together with other
good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
ARTICLE I
THE PURCHASE
Section 1.1 The Purchase.
Upon the terms and subject to the conditions of this
Agreement, at the Effective Time (as hereinafter defined), Nuvotec
will sell to Vivid, and Vivid shall purchase and have lawful,
valid, and indefeasible title to certain assets of Nuvotec,
[reference attached Exhibit A, hereinafter the "Assets"]. Further,
Vivid shall assume the liabilities associated with the Assets
[reference Section 3.2.3]. This Agreement in no manner shall be
interpreted to be either a purchase, in whole or in part, of the
Nuvotec corporate entity or a purchase of the shares of
Nuvotec.
Section 1.2 Effective Time of
the Purchase . The Purchase shall have an
effective date of October 1, 2006.
Section 1.3 Closing.
The Closing of the transactions contemplated by this
Agreement shall take place at 8:00 a.m. local time, at 723 The
Parkway, Richland, Washington, on or before December 31, 2006. On
the Closing date or as specified below, Vivid shall deliver all
funds and documents required by this Agreement and Nuvotec shall
deliver a bill of sale for the Assets in the form attached as
Exhibit B ["Bill of Sale"].
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ARTICLE II
CONSIDERATION
In consideration for the Assets sold by Nuvotec
to Vivid, Vivid shall pay Nuvotec One Dollar
[$1.00].
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and
Warranties of Vivid . Vivid hereby represents
and warrants to Nuvotec that:
3.1.1 Organization; Corporate
Power and Authority. Vivid is a corporation
duly and validly organized and existing under the laws of the State
of Delaware. Vivid has full power, legal capacity, and authority to
carry on its business as it is now conducted, to own, lease, and
operate its assets and properties, and to enter into, perform, and
comply with this Agreement.
3.1.2 Authorization;
Enforceability; No Conflict. The execution,
delivery, and performance of this Agreement by Vivid has been duly
authorized by all necessary corporate action. This Agreement
constitutes the valid and binding obligation of Vivid, enforceable
in accordance with its terms except as limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium, and
similar laws affecting creditors generally and by the availability
of equitable remedies. The execution, delivery, and performance of
this Agreement will not, and at Closing shall not, conflict with,
or result in the breach or termination of, or constitute a default
under, the articles of incorporation or bylaws of Vivid or any
agreement, commitment, or instrument, judgment, or decree to which
Vivid is a party or by which Vivid or its properties are
bound.
3.1.3 Disclosure.
To the best knowledge of Vivid, neither this
Agreement nor any other instrument/document delivered to Nuvotec
pursuant to this Agreement nor any due diligence documents or other
materials delivered to Nuvotec in connection with this Agreement
contain any untrue statement of material fact or omits to state any
material fact required to be stated herein or therein or necessary
to make the statements, representations, or warranties, and
information contained herein or therein to be not
misleading.
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Section 3.2 Representations and
Warranties of Nuvotec . Nuvotec hereby
represents and warrants to Vivid that:
3.2.1 Organization; Corporate
Power and Authority. Nuvotec is a corporation
duly and validly organized and existing under the laws of
Washington. Nuvotec has full power, legal capacity, and authority
to carry on its business as it is now conducted, to own, lease, and
operate its assets and properties, and to enter into, perform, and
comply with this Agreement.
3.2.2
Authorization; Enforceability; No Conflict. The execution, delivery, and performance of this Agreement by
Nuvotec has been duly authorized by all necessary corporate action.
This Agreement constitutes the valid and binding obligation of
Nuvotec, enforceable in accordance with its terms except as limited
by bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium, and similar laws affecting creditors generally and by
the availability of equitable remedies. The execution, delivery,
and performance of this Agreement will not, and at Closing shall
not, conflict with, or result in the breach or termination of, or
constitute a default under, the corporate documents of Nuvotec or
any agreement, commitment, or instrument, judgment or decree to
which Nuvotec is a party or by which Nuvotec or the properties of
Nuvotec are bound.
3.2.3 Liabilities
. Nuvotec has no liabilities or obligations of any
nature or kind, whether absolute or contingent, known or unknown,
accrued or unaccrued, due or to become due related to the Assets
being purchased by Vivid
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