Exhibit 2.1
ASSET PURCHASE AGREEMENT
------------------------
THIS AGREEMENT dated the 6th day of June, 2005, by and between
INPHYSYS,
INC. (f/k/a INTEGRIMED, INC.), a Nevada
corporation with a place of business at
1805 Old Alabama Road, Suite 350, Roswell,
Georgia 30076 (the "Seller"), and
ECLINICALWEB, LLC, a Massachusetts limited
liability company with a place of
business at 114 Turnpike Road, Suite 204,
Westborough, Massachusetts 01581 (the
"Buyer").
The Seller engages in the business of delivering electronic
medical
records systems and physician practice
management software solutions on an
application service provider and a hosted
basis (the "Business") and operates
out of approximately 5,179 square feet of
the office suite located at 1805 Old
Alabama Road, Suite 350, Roswell, Georgia
30076 (the "Leased Premises");
The Seller desires to sell and the Buyer desires to purchase
substantially all of the assets of the
Business.
NOW, THEREFORE, in consideration of the mutual promises made
herein, the
Buyer and the Seller represent, warrant,
covenant and agree as follows:
SECTION 1
---------
Purchase and Sale
-----------------
1.1
Upon the basis of the representations, warranties and covenants
set forth in this Agreement, and subject to
the terms and conditions contained
in this Agreement, the Buyer agrees to buy
and the Seller agrees to sell,
assign, transfer, convey and deliver to the
Buyer, free of all liens and
encumbrances at the Closing, as defined in
Section 4, for the Purchase Price, as
defined in Section 2, the Acquired Assets
(as defined in Section 1), as all the
same shall exist as of the Closing
Date.
1.2
Acquired Assets. The property to be sold by the Seller to the
Buyer hereunder (hereinafter collectively
referred to as the "Acquired Assets")
is:
(a)
The machinery, equipment, supplies, materials,
computers, software, software licenses, and other
personal property owned by the Seller and used
exclusively in the operation of the Business, each case
solely to the extent described on Schedule 1.2(a) hereto
(the "Equipment");
(b)
The Seller's goodwill and all of the business conducted
under the name "IntegriMED" and "INPHYSYS", sales and
customer lists, account lists, records, manuals,
telephone numbers, used exclusively in the operation of
the Business; and
<PAGE>
(c)
All of the Seller's rights and interests in all
contracts, open customer purchase orders, quotations or
similar agreements to the extent entered into by the
Seller or assigned to the Seller, in each case solely to
the extent as listed on Schedule 1.2(c).
1.3
Excluded Assets. The following assets of the Seller
(collectively, the "Excluded Assets") shall
be retained by the Seller, and are
not being sold or assigned to the Buyer
hereunder:
(a)
all taxpayer and other identification numbers and minute
books, stock
transfer books, tax returns, corporate
seals and all other documents relating to the
organization, maintenance, and existence of the Seller
as a corporation;
(b)
the
Seller's rights under this Agreement and the
agreements to be executed by the Seller in connection
herewith;
(c)
all cash and cash equivalents relating to the Business;
(d)
all accounts receivable relating to the Business; and
(e)
such other assets of the Seller, tangible or intangible
as are not used exclusively in the Business.
SECTION 2
---------
Purchase Price
--------------
2.1
Delivery. The Buyer shall issue to the Seller, as the purchase
price for the Acquired Assets (the
"Purchase Price") the following: (a) a two
percent (2%) ownership interest in the
Buyer (the "Ownership Interest") and (b)
$69,033.90 via certified check or wire
transfer at the Closing (the "Cash
Payment"). The Ownership Interest will have
identical terms (other than
percentage ownership) to the ownership
interest in the Buyer issued to Girish
Navani, Mahesh Navani and Raj Dharampuriya,
as described in the Buyer's
Operating Agreement, attached as Exhibit A
(the "Operating Agreement"). The
Buyer agrees that additional capital, if
any, invested in the Buyer during the
twelve (12) month period following the
Closing will not dilute the Ownership
Interest.
2.2
Right of First Refusal. Subject to the terms and conditions
specified in this Section 2.2, and
applicable securities laws, if during the
twelve (12) month period following the
Closing the Buyer proposes to offer or
<PAGE>
sell any additional ownership interest in
the Buyer ("New Securities"), the
Buyer shall first make an offering of such
New Securities to the Seller as
follows:
(a)
The Buyer shall deliver a notice, in accordance with the
provisions of Section 12.5 (the "Offer Notice"), to the
Seller stating (i) its bona fide intention to offer such
New Securities, (ii) the number of such New Securities
to be offered, and (iii) the price and terms, if any,
upon which it proposes to offer such New Securities.
(b)
By written notification received by the Buyer, within 20
calendar days after mailing of the Offer Notice, the
Seller may elect to purchase or obtain, at the price and
on the terms specified in the Offer Notice, up to that
portion of such New Securities which equals the
proportion that the Ownership Interest then held by the
Seller bears to the total number of ownership interests
in the Buyer then outstanding.
(c)
If all New Securities referred to in the Offer Notice
are not elected to be purchased or obtained as provided
above, the Buyer may, during the 90 day period following
the expiration of the period provided above, offer the
remaining unsubscribed portion of such New Securities
(collectively, the "Refused Securities") to any person
or entity at a price not less than, and upon terms no
more favorable to the offeree than, those specified in
the Offer Notice. If the Buyer does not enter into an
agreement for the sale of the New Securities within such
period, or if such agreement is not consummated within
30 days of the execution thereof, the right provided
hereunder shall be deemed to be revived and such New
Securities shall not be offered unless first reoffered
to the Seller in accordance with this Section. The right
of first offer set forth in this Section 2.2 may be
assigned or transferred to any affiliate of the Seller.
2.3
Allocation of Purchase Price. The Buyer and the Seller shall
agree upon a statement (the "Allocation
Statement") setting forth the value of
the Acquired Assets, which shall be used
for the allocation of the Purchase
Price (together with the Assumed
Liabilities) among the Acquired Assets. The
Seller and the Buyer agree to report an
allocation of such Purchase Price among
the Acquired Assets in a manner entirely
consistent with the Allocation
Statement and agree to act in accordance
with such Allocation Statement in the
preparation of financial statements and
filing of all tax returns (including,
without limitation, filing Form 8594 with
its federal income tax return for the
taxable year that includes the date of the
Closing) and in the course of any Tax
audit, Tax review or Tax litigation
relating thereto.
2.4 Definitions.
(a)
"Tax" means any federal, state, local or foreign net
income, alternative or add-on minimum, gross income,
gross receipts, sales, use, value-added, ad valorem,
franchise, capital, paid-up capital, profits,
withholding, payroll, employment, excise, severance,
<PAGE>
stamp, occupation, premium, property, environmental or
windfall profit tax, customs duty or other tax,
governmental fee or other like assessment or charge of
any kind whatsoever, together with any interest or any
penalty, addition to tax or additional amount imposed by
any governmental authority (domestic or foreign)
responsible for the imposition of any such tax.
(b)
"Tax Return" means any return, declaration, report,
claim for refund, or information return or statement
relating to Taxes, including any schedule or attachment
thereto, and including any amendment thereof.
SECTION
3
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Assumption of Liabilities
-------------------------
3.1
Liabilities Assumed by the Buyer. At the Closing, the Buyer
shall assume and agree to thereafter
perform and pay when due all liabilities
related to the Acquired Assets but only to
the extent such liabilities arise
from and after the Closing Date (the
"Assumed Liabilities").
3.2
Liabilities Not Assumed by the Buyer. Except for the
liabilities
and obligations assigned to and assumed by
the Buyer as provided for in Section
3.1 above, all commitments, liabilities and
obligations of the Business of every
kind or nature whatever, whether known or
unknown, liquidated or unliquidated,
fixed or contingent, which in any way
relate to the Acquired Assets, the Seller,
or the Business, shall remain the
commitments, liabilities and obligations of
the Seller (the "Retained Liabilities").
Although not limited by the following,
the Buyer specifically shall not be deemed
by anything contained in this
Agreement to have assumed, and the Seller
hereby agrees to indemnify the Buyer
(in the manner provided in Section 10
below) and hold it harmless with respect
to the following Retained Liabilities:
(a)
All payables which pertain to the Acquired Assets and
all of the Seller's trade payables which pertain to and
have arisen from the operation of the Business and the
Seller's occupancy of the Leased Premises prior to the
Closing Date;
(b)
Any and all liabilities and obligations for Taxes
arising from or with respect to the Acquired Assets or
the Business which are incurred in or attributable to
the operation of the Business on or before the Closing
or the Seller's occupancy of the Leased Premises on or
before the Closing (including any Taxes that arise as a
result of the transactions contemplated by this
Agreement);
(c)
Any liability or obligation (contingent or otherwise) of
the Seller arising out of any threatened or pending
litigation and/or arising out of any claim made or which
may hereafter be made for acts which occur prior to the
Closing Date;
<PAGE>
(d)
Any liability for unpaid wages, accrued vacation or
other benefits due any employees, agents or independent
contractors of the Seller as of the Closing Date;
(e)
Any liability or obligation arising out of defects in,
or damages to persons or property arising out of defects
in products sold by the Seller prior to the Closing
Date;
(f)
All executory liabilities and obligations of the Seller
under any lease, purchase or sale order, contract,
agreement, indenture or commitment, whether written or
oral, except those assigned to and assumed by the Buyer
as described in Section 1.2(d) above;
(g)
Any accrued or other liability for contribution or
payment to be made under any employee benefit plan; and
(h)
Any liability for failure of the Seller to comply with
any legal obligation prior to the Closing Date with
respect to the ownership and use of the Acquired Assets
and the operation of the Business.
3.3
Consents; Failure to Obtain Consents. Except for those
Contracts
identified on Schedule 8.9, if (i) the
sale, assignment, transfer or conveyance
of any of the Contracts which comprise a
portion of the Acquired Assets, or any
other property or right included in the
Assumed Liabilities or the Acquired
Assets, without approval, consent or waiver
of another party thereto would
violate, conflict with, result in a breach
or termination of, or constitute a
default or event of default under (or an
event which with due notice or lapse of
time, or both, would continue a default,
would constitute a default or event of
default under) the terms of such Contracts
or result in the creation of any
security interest on any of the Acquired
Assets under any such Contracts or
enable another party to such Contracts to
terminate the same or impose a penalty
or additional payment obligations or
accelerate any obligation of the Seller or
the Buyer under any such Contracts, and
(ii) all necessary approvals, consents
and waivers of all parties to such
Contracts have not been obtained at or prior
to the Closing, then (A) this Agreement
shall not constitute an agreement to
assign or assume such Contracts or, to the
extent applicable, other property or
right included in the Assumed Liabilities
or the Acquired Assets, and such
Contracts, property or right shall not be
assigned to or assumed by the Buyer or
be included in the Acquired Assets or the
Assumed Liabilities, (B) the Seller
shall, following the Closing, use all
reasonable efforts to assist the Buyer in
attempting to obtain such necessary
approvals, consents and waivers, (C) the
Seller and the Buyer shall, following the
Closing, promptly execute all
documents necessary to complete the
assignment and assumption of such Contracts,
property or right, if such approvals,
consents and waivers are obtained, and (D)
unless and until such approvals, consents
and waivers are obtained and such
assignment and assumption occurs, the
Seller and the Buyer shall cooperate in
entering into any reasonable arrangement
designed to obtain for the Buyer all
<PAGE>
benefits and privileges of such Contracts,
property or right, including the
holding by the Seller of such benefits and
privileges in trust for the Buyer,
while protecting the Seller from the
obligations of the Seller first accruing
under such Contracts, property or right,
after the Closing Date and related to
the period of time after the Closing
Date.
SECTION 4
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Closing
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4.1
Time and Place. The closing of the transfer and delivery of all
documents and instruments necessary to
consummate the transactions contemplated
by this Agreement (hereinafter sometimes
referred to as the "Closing" or the
"Closing Date") shall be held on June 6,
2005 at 9:00 a.m., at the offices of
Kilpatrick Stockton LLP, Suite 2800, 1100
Peachtree Street, Atlanta, GA
30309-4530, or at such other time and place
as the parties may agree, it being
understood and agreed that time is of the
essence.
4.2
Transactions at the Closing. At the Closing:
---------------------------
(a)
The Seller shall duly execute and deliver to the Buyer,
such bills of sale, instruments of assignment or
transfer with respect to the Acquired Assets and any
other instrument required by this Agreement as the Buyer
may reasonably request and as may be necessary to vest
in the Buyer good, record and marketable title to all of
the Acquired Assets, free of all liens and encumbrances.
(b)
The Buyer shall deliver evidence of issuance of the
Ownership Interest to the Seller and the Seller shall
become a party to the Operating Agreement which shall be
amended to indicate the Seller owns the Ownership
Interest;
(c)
The Buyer shall make payment of the Cash Payment to the
Seller via wire transfer or certified bank check;
(d)
The Seller shall pay and provide the Buyer with evidence
that all of its outstanding debts, liens, mortgages and
encumbrances with regard to the Business and/or the
Acquired Assets have been discharged; and
(e)
The Seller shall terminate the employment of its
employees and pay said employees all outstanding
payroll, and other benefit obligations owing said
employees.
4.3
Further Assurances. The Seller, from time to time after the
Closing and at the Buyer's request, will
execute and deliver any such other
instruments of conveyance and transfer and
take such other action as the Buyer
reasonably may require more effectively to
vest title in the Buyer and to put
the Buyer in possession of the Acquired
Assets. Upon the Buyer's written request
<PAGE>
setting forth the reasonable need
therefore, the Seller agrees to provide the
Buyer with reasonable access to all books,
records and accounts, correspondence,
and employment records of the Business at
any time during the two-year period
following the Closing Date and further
agrees that the Buyer may photocopy the
same or any portion thereof; provided,
however, the Buyer's right to such access
shall immediately terminate if the Buyer
ceases to operate the Business prior to
the expiration of the two-year period
following the Closing.
SECTION 5
---------
Representations and Warranties of the Seller
--------------------------------------------
The Seller represents and warrants to the Buyer as follows:
5.1
Organization and Good Standing. The Seller is a corporation
duly
organized, validly existing, and in good
standing under the laws of the State of
Nevada.
5.2
Authorization, etc. The Seller has full corporate power and
authority to enter into this Agreement, all
exhibits and schedules to this
Agreement, and all agreements contemplated
in this Agreement (this Agreement and
all such exhibits, schedules, and other
agreements being collectively referred
to in this Agreement as the "Acquisition
Documents"), to perform its obligations
under the Acquisition Documents, to
transfer the Acquired Assets, and to carry
out the transactions contemplated by the
Acquisition Documents. The Board of
Directors and shareholders of the Seller
have taken, or will take before the
Closing Date, all actions required by law,
its Articles of Incorporation, its
By-Laws or otherwise to authorize (a) the
execution and delivery of the
Acquisition Documents, and (b) the
performance of its obligations under the
Acquisition Documents. This Agreement has
been duly executed and delivered by
the Seller and upon the execution and
delivery of the remaining Acquisition
Documents by a duly authorized officer of
the Seller, the remaining Acquisition
Documents will have been duly executed and
delivered by the Seller, and this
Agreement, is and such other Acquisitions
Documents will be, upon due execution
and delivery of each, the legal, valid, and
binding obligations of the Seller
enforceable according to their terms,
except as such enforcement may be limited
by bankruptcy, insolvency, reorganization,
moratorium, or similar laws now or
later in effect relating to creditors'
rights.
5.3
Non-Contravention. Neither the execution and delivery of the
Acquisition Documents by the Seller nor the
consummation by the Seller of the
transactions contemplated hereby will
constitute a violation of, or be in
conflict with, or constitute or create a
default under, or result in the
creation or imposition of any lien or
encumbrance upon the Acquired Assets
pursuant to (a) any agreement or commitment
to which the Seller is a party or by
which the Seller or the Acquired Assets is
bound or to which the Seller or the
Acquired Assets is subject; or (b) any
statute or any judgment, decree, order,
regulation or rule of any court or
governmental authority.
<PAGE>
5.4
Litigation, etc. There is no action, suit, proceeding or
investigation pending or, threatened in
writing, relating to or affecting any of
the Acquired Assets or relating to or
affecting the Business, nor, to the
knowledge of the Seller, is there any basis
for any such action, suit,
proceeding or investigation.
5.5
Taxes.
-----
(a)
The Seller has timely filed all Tax Returns that it was
required to file. All such Tax Returns were correct and
complete in all material respects and were prepared in
substantial compliance with all applicable laws and
regulations. All Taxes owed by the Seller (whether or
not shown or required to be shown on any Tax Return)
have been paid. The Seller is not the beneficiary of any
extension of time within which to file any Tax Return.
No claim has ever been made by an authority in a
jurisdiction where the Seller does not file Tax Returns
that the Seller is or may be subject to taxation by that
jurisdiction. There are no liens on any of the assets of
the Seller that arose in connection with any failure (or
alleged failure) to pay any Tax.
(b)
The Seller has withheld and paid all Taxes required to
have been withheld and paid in connection with amounts
paid or owing to
any employee, stockholder, independent
contractor, creditor or other third party.
(c)
No state of facts exists or has existed that would
constitute grounds for the assessment against the Buyer,
whether by reason of transferee liability or otherwise,
of any liability for any tax of anyone other than the
Buyer.
(d)
The Seller has timely paid all Taxes, and all penalties
and interest due thereon and payable by it, for the
period prior to the Closing which will have been
required to be paid on or prior to the Closing, the
non-payment of which would result in a lien on any
Acquired Asset, would otherwise adversely affect the
Business or the Leased Premises or would result in the
Buyer becoming liable or responsible therefor.
(e)
The Seller has established, in accordance with generally
accepted accounting principles applied on a basis
consistent with that of preceding periods, adequate
reserves for the payment of, and will timely pay, all
Taxes which arise from or with respect to the Acquired
Assets or the operation of the Business and are incurred
in or attributable to the period prior to the Closing,
the non-payment of which would result in a lien on any
Acquired Asset, would otherwise adversely affect the
Business or the Leased Premises or would result in the
Buyer becoming liable therefor.
5.6
Title to Acquired Assets. The Seller is the lawful owner of,
has
good and valid record and marketable title
to, and has the full right to sell,
convey, transfer, assign and deliver the
Acquired Assets, free and clear of all
liens and encumbrances, without any
restrictions of any kind whatsoever.
<PAGE>
5.7
Disclaimer of Implied Warranties. Except as specifically set
forth to the contrary in this Agreement,
all of the Acquired Assets are
purchased in an "AS IS" CONDITION, "WITH
ALL FAULTS, INCLUDING BUT NOT LIMITED
TO BOTH LATENT AND PATENT DEFECTS." NO
WARRANTIES, EXPRESS OR IMPLIED, ARE MADE
BY THE SELLER, AND THE BUYER WAIVES ALL
SUCH WARRANTIES, OTHER THAN AS SET FORTH
EXPRESSLY IN THIS AGREEMENT, INCLUDING, BUT
NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. The Buyer hereby affirms
that the Seller, its agents, employees
and/or attorneys have not made any
representation, warranty or promise with
respect to the Acquired Assets or any
other subject matter of this Agreement
except as expressly set forth in this
Agreement.
SECTION 6
---------
Representations and Warranties of the Buyer
-------------------------------------------
The Buyer represents and warrants to the Seller as follows:
6.1
Organization and Good Standing. The Buyer is a limited
liability
company duly organized, validly existing,
and in good standing under the laws of
the Commonwealth of Massachusetts.
6.2
Authorization, etc. The Buyer has full power and authority to
enter into the Acquisition Documents, to
which it is a party, to perform its
obligations under the Acquisition
Documents, to which it is a party, and to
carry out the transactions contemplated by
the Acquisition Documents, to which
it is a party. The Members and Managers of
the Buyer have taken, or will take
before the Closing Date, all actions
required by law, its Certificate of
Organization, its Operating Agreement or
otherwise to authorize (a) the
execution and delivery of the Acquisition
Documents, to which it is a party, and
(b) the performance of its obligations
under the Acquisition Documents, to which
it is a party. This Agreement has been duly
executed and delivered by the Buyer
and upon the execution and delivery of the
remaining Acquisition Documents, to
which it is a party, by a duly authorized
officer of the Buyer, the remaining
Acquisition Documents, to which it is a
party, will have been duly executed and
delivered by the Buyer, and this Agreement,
is and such other Acquisitions
Documents, to which it is a party, will be,
upon due execution and delivery of
each, the legal, valid, and binding
obligations of the Buyer enforceable
according to their terms, except as such
enforcement may be limited by
bankruptcy, insolvency, reorganization,
moratorium, or similar laws now or later
in effect relating to creditors'
rights.
6.3
Non-Contravention. Neither the execution and delivery of the
Acquisition Documents, to which it is a
party, by the Buyer nor the consummation
by the Buyer of the transactions
contemplated hereby will constitute a violation
of, or be in conflict with, or constitute
or create a default under, or result
<PAGE>
in the creation or imposition of any lien
or encumbrance upon any property of
the Buyer pursuant to (a) any agreement or
commitment to which the Buyer is a
party or by which the Buyer or any of its
properties is bound or to which the
Buyer or any of such properties is subject;
or (b) any statute or any judgment,
decree, order, regulation or rule of any
court or governmental authority.
SECTION 7
---------
[Reserved]
SECTION 8
---------
Conditions Precedent to the Buyer's Obligations
-----------------------------------------------
The obligation of the Buyer to consummate the Closing shall be
subject
to the satisfaction at or prior to the
Closing Date of each of the following
conditions (to the extent noncompliance is
not waived in writing by the Buyer):
8.1
Representations and Warranties True at Closing. The
representations and warranties made by the
Seller in or pursuant to this
Agreement shall be true and correct at and
as of the Closing with the same
effect as though such representations and
warranties had been made or given at
and as of the Closing.
8.2
Compliance With Agreement. The Seller shall have performed and
complied with all material obligations
under this Agreement to be performed or
complied with by it on or prior to the
Closing.
8.3
No Material Change. The Acquired Assets and the Leased Premises
shall not have been, and shall not be
threatened to be, adversely affected as a
result of fire, explosion, disaster,
accident, or any action by the United
States or any other governmental
authority.
8.4
Seller's Certificate. The Seller shall have delivered to the
Buyer in writing, at and as of the Closing,
a certificate of its officers in
form and substance satisfactory to the
Buyer and the Buyer's counsel, certifying
that the conditions in each of Sections
8.1, 8.2 and 8.3 have been satisfied.
8.5
Certificate of Existence. The Seller shall deliver to the Buyer
a Certificate of Existence from the
Secretary of State of the State of Georgia.
8.6
Proceedings and Documents Satisfactory. All proceedings in
connection with the transactions
contemplated by this Agreement and all
certificates and documents delivered to the
Buyer in connection with the
transactions contemplated by this Agreement
shall be satisfactory in all
respects to the Buyer and the Buyer's
counsel.
<PAGE>
8.7
Sub-Lease. The Buyer shall have entered into a sub-lease for
the
Leased Premises with the Seller's affiliate
(who is the current tenant of the
Leased Premises) (the "Sub-Landlord") in
the form attached hereto as Exhibit B
(the "New Sub-Lease").
8.8
Due Diligence. The Buyer shall have been afforded reasonable
access to the offices, properties, books
and records which pertain to the
Acquired Assets and shall have full access
to conduct such due diligence
investigation as it reasonably deems
appropriate to verify the Seller's
representations and warranties.
8.9
Consents. The Seller will have obtained the consent of JMJ
Technologies with respect to the Value
Added Reseller Agreement described as
item No. 10 on Schedule 1.2(c) and the
master landlord with respect to the New
Sub-Lease.
8.11
Employees. The Seller shall have terminated, effective on the
Closing Date, all employees of the Seller
set forth on Schedule 8.11 (the
"Employees") and will provide reasonable
assistance to the Buyer in employing
all Employees upon such terms and
conditions as are reasonably satisfactory to
the Buyer and which are substantially
similar to the terms and conditions the
Seller currently provides to such
Employees. The Seller or its affiliates shall
continue to provide or cause to be provided
health benefits for the Employees as
are currently in place as of the Closing
Date. Until the Buyer gives the Seller
thirty (30) days notice that the Buyer will
place the Employees on the Buyer's
health plans, on a monthly basis, the
Seller shall submit an invoice to the
Buyer for the cost of such benefits, which
the Buyer shall pay within thirty
(30) days of receipt of such invoice. The
Seller covenants not to interfere with
any such efforts by the Buyer and to use
all reasonable efforts to assist the
Buyer in employing such Employees effective
as of the Closing.
SECTION 9
---------
Conditions Precedent to the Seller's Obligations
------------------------------------------------
The obligation of the Seller to consummate the Closing shall be
subject
to the satisfaction, at or prior to the
Closing, of each of the following
conditions (to the extent noncompliance is
not waived in writing by the Seller):
9.1
Representations and Warranties True at Closing. The
representations and warranties made by the
Buyer in or pursuant to this
Agreement shall be true and correct at and
as of the Closing with the same
effect as though such representations and
warranties had been made or given at
and as of the Closing.
9.2
Compliance with Agreement. The Buyer shall have performed and
complied with all of its material
obligations under this Agreement that are to
be performed or complied with by it at or
prior to the Closing.
<PAGE>
9.3
Buyer's Certificate. The Buyer shall have delivered to the
Seller in writing, at and as of the
Closing, a certificate of its officers, in
form and substance satisfactory to the
Seller and the Seller's counsel,
certifying that the conditions in each of
Sections 9.1 and 9.2 have been
satisfied.
9.4
Proceedings and Documents Satisfactory. All proceedings in
connection with the transactions
contemplated by this Agreement and all
certificates and documents delivered to the
Seller in connection with the
transactions contemplated by this Agreement
shall be satisfactory in all
respects to the Seller and the Seller's
counsel, and the Seller shall have
received the originals or certified or
other copies of all such records and
documents as the Seller may reasonably
request.
SECTION 10
----------
Indemnification
---------------
10.1 By
the Seller. The Seller agrees to indemnify and hold the Buyer
harmless of and from any and all claims,
demands, liabilities, losses, damages,
costs and expenses, including without
limitation the reasonable fees and
disbursements of counsel (collectively,
"Losses"), related to or arising
directly or indirectly out of any Retained
Liabilities, any material
inaccuracies (or series of inaccuracies
which taken together are material) in
any representation, covenant or warranty
made by the Seller in or pursuant to
this Agreement, including, but not limited
to any failure or breach by the
Seller of any covenant, obligation, or
undertaking made by the Seller in this
Agreement. The obligation of Seller to
indemnify the Buyer hereunder shall be
satisfied first by delivering a portion of
the Ownership Interest (as defined
below) pursuant to Section 10.6, then by
cash payment promptly upon demand.
10.2 By
the Buyer. The Buyer agrees to indemnify and hold the Seller
harmless of and from any and all Losses
related to or arising directly or
indirectly out of any Assumed Liabilities,
any material inaccuracies (or series
of inaccuracies which taken together are
material) in any representation,
covenant or warranty made by the Buyer in
or pursuant to this Agreement,
including, but not limited to any failure
or breach by the Buyer of any
covenant, obligation, or undertaking made
by the Buyer in this Agreement. The
obligation of Buyer to indemnify the Seller
hereunder shall be satisfied by cash
payment promptly upon demand.
10.3
Notice of Claims; Assumption of Defense. The indemnified party
shall give prompt notice to the
indemnifying party, in accordance with the terms
of Section 12.5, of the assertion of any
third party claim, or the commencement
of any suit, action or proceeding in
respect of which indemnity may be sought
hereunder, specifying with reasonable
particularity the basis therefor and
giving the indemnifying party such
information with respect thereto as the
indemnifying party may reasonably request.
The indemnifying party may, at its
own expense, (a) participate in and (b)
upon notice to the indemnified party and
the indemnifying party's written agreement
that the indemnified party is
entitled to indemnification pursuant to
Section 10.1 or Section 10.2, assume the
<PAGE>
defense thereof. If the indemnifying party
assumes such defense, the indemnified
party shall have the right (but not the
duty) to participate in the defense
thereof and to employ counsel, at its own
expense, separate from the counsel
employed by the indemnifying party. Whether
or not the indemnifying party
chooses to defend or prosecute any such
claim, suit, action or proceeding, all
of the parties hereto shall cooperate in
the defense or prosecution thereof. In
the event that the indemnifying party
elects not to assume the defense of any
claim, suit, action or proceeding, such
election shall not relieve the
indemnifying party of its obligations
hereunder. In the event the indemnified
party fails to give timely, complete or
accurate notice to the indemnifying
party of a third party claim covered by
this Section 10, the indemnifying party
shall be relieved of its obligations under
this Section 10 to the extent the
indemnified party's failure to provide
notice materially prejudices the
indemnifying party's defense of the third
party claim.
10.4
Settlement or Compromise. No party shall settle or compromise
any claim, suit, action or proceeding
without the prior written consent of the
other party, which shall not be
unreasonably withheld or delayed; provided,
however the indemnifying party shall have
the ability to settle or compromise
any claim, suit, action or proceeding,
without the consent of the other party if
such settlement or compromise involves only
the payment of cash consideration.
10.5
Limitations on Indemnification.
-------------------------------
(a)
The indemnified party shall not be entitled to
indemnification under this Section 10 unless and until
the aggregate amount of such Losses to which the
indemnified party is entitled to indemnification under
this Section 10
exceeds $1,000, at which time the
indemnifying party shall indemnify the indemnified party
for the amount of such Losses from the first dollar.
(b)
The aggregate liability of the Seller to the Buyer with
respect to claims based on a breach of the
representations or covenants contained in Sections 2.3,
5.5, 11.1, 11.2, and 11.3 shall be unlimited. As to
other matters, the maximum aggregate liability of the
Seller to the Buyer under Section 10.1 is limited to the
greater of (a) $25,000 and (b) the Fair Market Value
(defined below) of the Ownership Interest. The maximum
aggregate liability of the Buyer to the Seller under
Section 10.2 is limited to $25,000.
(c)
The amount of the Loss otherwise payable to an
indemnified party hereunder shall be reduced by the
amount of any proceeds received by such indemnified
party as compensation for the Loss from an insurance
carrier or other source of recovery. If any insurance
carrier for either party agrees to defend any third
party claim, such defense shall be tendered to such
insurance carrier and the rights of the parties between
themselves regarding the assumption and control of such
defense shall be subject to the reasonable requirements
of the insurance carrier.
<PAGE>
10.6
Satisfaction of Losses by Seller.
---------------------------------
(a)
Subject to the limitations on indemnification set forth
in Section 10.5, in the case of a claim for Losses
covered by this Section 10, upon notice to the Seller of
the existence of a claim for Losses by the Buyer, the
Seller shall satisfy such Losses by delivering to the
Buyer a portion of the Ownership Interest calculated at
Fair Market Value (as determined below), where such
delivery of Ownership Interest are equal to the amount
of such Losses. Offsets pursuant to this Section 10.6
shall not constitute a breach of the Operating Agreement
with respect to the Ownership Interest.
(b)
After the Closing Date, "Fair Market Value" shall be
determined upon the mutual agreement of the Seller and
the Buyer. If the Seller and the Buyer cannot mutually
agree in good faith, the Seller and the Buyer shall each
select an appraiser experienced in the business of
evaluating or appraising the market value of securities.
The two (2) appraisers so selected (the "Initial
Appraisers") shall, within five (5) days of their
selection, appraise such Ownership Interest as of the
date of such appraisal. If the difference between the
resulting appraisals is not greater than twenty percent
(20%), then the average of the appraisals shall be
deemed the Fair Market Value; otherwise, the Initial
Appraisers shall select an additional appraiser (the
"Additional Appraiser"), who shall be experienced in a
manner similar to the Initial Appraisers. If they fail
to select such Additional Appraiser as provided above,
then the Buyer shall immediately apply, after written
notice to the Seller, to any judge of any court of
general jurisdiction for the appointment of such
Additional Appraiser. The Additional Appraiser shall
then choose from the values determined by the Initial
Appraisers the value that the Additional Appraiser
considers closest to the fair market value, and such
value shall be the Fair Market Value. The Additional
Appraiser shall forthwith give written notice of his
determination to the Seller and the Buyer. Each party
shall pay the expenses and fees of the appraiser
selected by him or it, and, if an Additional Appraiser
is employed, the party who selected the Initial
Appraiser whose value determination was rejected by the
Additional Appraiser shall pay all the expenses and fees
of the Additional Appraiser.
10.7
Exclusive Remedies. The Seller and the Buyer acknowledge and
agree that the foregoing indemnification
provisions in this Section 10 shall be
the exclusive remedy of the Buyer and The
Seller with respect to the
transactions contemplated by this Agreement
except that nothing in this
Agreement shall limit the right of either
party to pursue any appropriate remedy
at equity, including specific performance,
for the breach of any covenants of
the other party contained herein or any
appropriate remedy based upon
allegations of fraud, bad faith or willful
misconduct in connection with this
Agreement .
<PAGE>
SECTION 11
----------
Tax Matters
-----------
11.1 Tax
Cooperation. The Buyer and the Seller agree to furnish or
cause to be furnished to each other, upon
request as promptly as practicable,
such information and assistance relating to
the Acquired Assets as is reasonably
necessary for the filing of all Tax
Returns, and making of any election related
prosecution or defense of any claim, suit
or proceeding relating to any Tax
Return. The Seller and the Buyer shall
cooperate with each other in the conduct
of any audit or other proceeding related to
Taxes involving the Acquired Assets
and each shall execute and deliver such
powers of attorney and other documents
as are necessary to carry out the intent of
this paragraph.
11.2
Transfer Taxes. Any transfer, documentary, sales, use or other
Taxes assessed upon or with respect to the
transfer of the Acquired Assets to
the Buyer and any recording or filing fees
with respect thereto shall be paid by
the Seller, and the Seller shall promptly
reimburse the Buyer for any such
amounts paid by the Buyer.
11.3 No
Inconsistent Tax Treatment. The Buyer and the Seller shall
file all Tax Returns consistent with the
Allocation Statement and shall not make
any inconsistent written statements or take
any inconsistent position on any Tax
Return, in any refund claim, during the
course of any U.S. Internal Revenue
Service ("IRS") audit or other Tax audit,
for any financial or regulatory
purpose, in any litigation or investigation
or otherwise. Each party shall
notify the other parties if it receives
notice that the IRS or other
governmental agency proposes any allocation
different than that set forth in the
Allocation Statement.
SECTION 12
----------
General
-------
12.1
Collection of Accounts Receivables. All rights and ownership of
accounts receivable relating to operation
of the Business prior to the Closing
shall remain with the Seller; provided,
however, as of the Closing, the Seller
will not use any efforts to collect on such
accounts receivable and shall not
otherwise attempt to enforce its right to
payment on such accounts receivable.
The Buyer will use efforts to collect such
accounts receivable in the same
manner it collects its own accounts
receivable. If any portion of such accounts
receivable is collected by the Buyer, the
Buyer shall immediately remit the same
to the Seller.
12.2
Noncompetition. For a period of five (5) years following the
Closing Date, neither the Seller nor any of
its affiliates will engage in any
business directly competitive with the
Business within the United States of
America (the "Noncompetition Restriction");
provided, however, the
Noncompetition Restriction shall
immediately terminate if the Buyer ceases to
operate a business that is similar to the
Business at any time prior to five (5)
years following the Closing Date.
12.3
Signatures by Facsimile. The parties hereby agree that
signatures transmitted and received via
facsimile shall be treated for all
purposes of this Agreement as original
signatures and shall be deemed valid,
binding and enforceable by and against both
parties.
12.4
Expenses. All expenses of the preparation, execution and
consummation of this Agreement and of the
transactions contemplated hereby,
including, without limitation, attorneys,
accountants and outside advisers fees
and disbursements, shall be borne by the
party incurring such expenses.
12.5
Notices. All notices, demands and other communications
hereunder
shall be in writing or by written
telecommunication, and shall be deemed to have
been duly given if delivered personally or
if mailed by certified mail, return
receipt requested, postage prepaid, or sent
by written telecommunication, as
follows:
If to the Buyer, to:
Mr. Girish Navani
Mr. Mahesh Navani
Dr. Raj Dharampuriya
c/o Mr. Girish Navani
eClinicalWeb, LLC
114 Turnpike Road, Suite 204
Westborough, MA 01581
With a copy sent contemporaneously to:
Jeffrey E. Swaim, Esquire
Mirick, O'Connell, DeMallie & Lougee, LLP
1700 West Park Drive
Westborough, MA 01581
If to the Seller, to:
Mr. Terrence L. Bauer, President and CEO
INPHYSYS, Inc. 1805
Old Alabama Road, Suite 350
Roswell, GA 30076
<PAGE>
With a copy sent contemporaneously to:
Joseph G. Silver, Esquire
Kilpatrick Stockton, LLP
Suite 2800
1100 Peachtree Street
Atlanta, GA 30309
12.6
Entire Agreement. This Agreement contains the entire
understanding of the parties, supersedes
all prior agreements and understandings
relating to the subject matter hereof and
shall not be amended except by a
written instrument hereafter signed by all
of the parties hereto.
12.7
Governing Law. The validity and construction of this Agreement
shall be governed by the laws of the State
of Georgia, without regard to
conflicts of law principles thereunder.
12.8
Sections and Section Headings. All enumerated subdivisions of
this Agreement are herein referred to as
"section" or "subsection." The headings
of sections and subsections are for
reference only and shall not limit or
control the meaning thereof.
12.9
Survival of Representations; Indemnification. Except for the
representations, warranties, covenants and
agreements contained in Sections 2.3,
5.5, 11.1, 11.2 and 11.3, which shall
survive until the lapse of relevant
statutes of limitation, each
representation, warranty, covenant and agreement of
the Buyer and the Seller set forth in this
Agreement shall survive until twelve
(12) months following the Closing.
12.10
Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed
an original, but all of which
together shall constitute one and the same
instrument.
12.11 Binding
Effect. This Agreement shall be binding upon and inure
to the benefit of each of the parties
hereto, their successors and assigns.
12.12
Confidential Information. In the event that this Agreement is
terminated and the transactions
contemplated hereby do not close, both parties
agree that all information exchanged
between the parties shall not be disclosed
to any third party and shall remain
confidential and all written information
exchanged shall be returned to the
originating party (or otherwise destroyed per
the originating party's request).
<PAGE>
IN WITNESS WHEREOF, and intending to be legally bound hereby,
the
parties hereto have caused this Agreement
to be duly executed and delivered as
an instrument under seal as of the date and
year first above written.
BUYER:
ECLINICALWEB, LLC
By: /s/ Girish Navani
-------------------------------------
Girish Navani, VP of Sales
SELLER:
INPHYSYS, INC.
By: /s/ Terrence L. Bauer
-------------------------------------
Terrence L. Bauer, President and CEO
<PAGE>
<PAGE>
Schedule 1.2(a)
IntegriMED Hardware and Software
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
Hardware:
---------------------------------------------------------------------------------------------
TYPE
Description
PROCESSOR
---------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
Information Systems Aislinn Schmershal Desktop
Dell Precision 470 Xeon 3.2GHz
---------------------------------------------------------------------------------------------
Information Systems Aislinn Schmershal Desktop
Dell Dimension L1000R P-3 996MHz
---------------------------------------------------------------------------------------------
Information Systems Aislinn Schmershal Monitor
Dell M992 19" CRT
---------------------------------------------------------------------------------------------
Information Systems Aislinn Schmershal Monitor
KDS VS-7E 17" CRT
---------------------------------------------------------------------------------------------
Information Systems Aislinn Schmershal Switch
Dell PowerConnect 2216
---------------------------------------------------------------------------------------------
Sales
Amber Asaro
Desktop
Dell OptiPlex GX270 P-4 2.8GHz
---------------------------------------------------------------------------------------------
Sales
Amber Asaro
Monitor
Dell E771A 17" CRT
---------------------------------------------------------------------------------------------
Sales
Brad Timms
Tablet
Fujitsu 3010D P-4
1.4GHz
---------------------------------------------------------------------------------------------
CoLo
Cisco 3750
Switch
Cisco 3750
---------------------------------------------------------------------------------------------
CoLo
Cisco 3750
Switch
Cisco 3750
---------------------------------------------------------------------------------------------
CoLo
Cisco Router
Router
Cisco Router
---------------------------------------------------------------------------------------------
CoLo
CLECC01
Server
Dell 1550
---------------------------------------------------------------------------------------------
CoLo
CLSAM01
Server
Dell 1650
---------------------------------------------------------------------------------------------
CoLo
CLTS01
Server
Dell 2850
---------------------------------------------------------------------------------------------
CoLo
CLTS02
Server
Dell 2850
---------------------------------------------------------------------------------------------
CoLo
CLTS03
Server
Dell 2850
---------------------------------------------------------------------------------------------
CoLo
CLTS04
Server
Dell 2850
---------------------------------------------------------------------------------------------
CoLo
CONN01
Server
Dell 1650
---------------------------------------------------------------------------------------------
Client Services
Dante Ferrer
Laptop
Dell Inspiron 8200 P-4 1.6GHz
---------------------------------------------------------------------------------------------
Sales
Dick Derrick
Laptop Toshiba
Satellite A40-S270 P-4 2.8GHz
---------------------------------------------------------------------------------------------
CoLo
DMZ01
Server
Dell 1650
---------------------------------------------------------------------------------------------
Information Systems Dotti Kearney
Desktop
Dell OptiPlex GX280 P-4 3.39GHz
---------------------------------------------------------------------------------------------
Information Systems Dotti Kearney
Desktop
Dell Dimension 2400 P-4 2.53GHz
---------------------------------------------------------------------------------------------
Information Systems Dotti Kearney
Monitor
KDS VS-F14 14" LCD
---------------------------------------------------------------------------------------------
Information Systems Dotti Kearney
Monitor
Dell M991 19" CRT
---------------------------------------------------------------------------------------------
CoLo
ECW02
Server
Dell 2650
---------------------------------------------------------------------------------------------
CoLo
ECW03
Server
Dell 2850
---------------------------------------------------------------------------------------------
CoLo
ECW04
Server
Dell 2850
---------------------------------------------------------------------------------------------
CoLo
EX02
Server
Dell 2850
---------------------------------------------------------------------------------------------
Sales
Jacque Lake
Tablet
Fujitsu 3010D P-M
1.4GHz
---------------------------------------------------------------------------------------------
Sales
Joe Hasbauer Tablet
Fujitsu 3010D P-M
1.4GHz
---------------------------------------------------------------------------------------------
Information Systems John Laws
Laptop
Toshiba Satellite P-15 P-4 2.8GHz
---------------------------------------------------------------------------------------------
Information Systems John Laws
Hub
3Com SuperStack II
---------------------------------------------------------------------------------------------
Client Services
Kang Jackson
Laptop
Dell Inspiron 1100 P-4 2.2GHz
---------------------------------------------------------------------------------------------
Client Services
Katrina Nelson
Laptop Toshiba
Satellite A20-S259 P-4 2.66GHz
---------------------------------------------------------------------------------------------
Marketing
Laura Nasipak
Laptop Toshiba
Satellite A20-S259 P-4 2.8GHz
---------------------------------------------------------------------------------------------
Sales
Linda Moses
Tablet
Fujitsu 3010D P-M
1.4GHz
---------------------------------------------------------------------------------------------
Information Systems Lisa Herrington Desktop
Dell Dimension 2350 P-4 1.8GHz
---------------------------------------------------------------------------------------------
Information Systems Lisa Herrington Monitor
Dell M992 19" CRT
---------------------------------------------------------------------------------------------
Client Services Lisa
Perfater
Laptop Toshiba
Satellite PSA60U-01601D P-4 2.8GH
---------------------------------------------------------------------------------------------
CoLo
NAS
NAS
---------------------------------------------------------------------------------------------
CoLo
Net
Server
Dell 2550
---------------------------------------------------------------------------------------------
CoLo
NETSCREEN 1
Firewall
---------------------------------------------------------------------------------------------
CoLo
NETSCREEN 2
Firewall
---------------------------------------------------------------------------------------------
Client Services
Ray Murphy
Laptop Toshiba
Satellite A40-S270 P-4 2.8GHz
---------------------------------------------------------------------------------------------
CoLo
SAN
SAN
Disk
---------------------------------------------------------------------------------------------
Sales
Shalona Fong
Desktop
Dell Dimension L933R P-3 930MHz
---------------------------------------------------------------------------------------------
Sales
Shalona Fong
Monitor
Dell E773c 17" CRT
---------------------------------------------------------------------------------------------
CoLo
SQL
Server
Dell 2550
---------------------------------------------------------------------------------------------
CoLo
TAPE UNIT
Tape Unit
---------------------------------------------------------------------------------------------
Marketing
Traci Detchen
Desktop
Dell Dimension 4500S P-4 2.0GHz
---------------------------------------------------------------------------------------------
Marketing
Traci Detchen
Monitor
Dell M992 19" CRT
---------------------------------------------------------------------------------------------
CoLo
TS01
Server
Dell 1650
---------------------------------------------------------------------------------------------
CoLo
TS02
Server
Dell 1650
---------------------------------------------------------------------------------------------
CoLo
TS03
Server
Dell 1650
---------------------------------------------------------------------------------------------
CoLo
TS04
Server
Dell 1650
---------------------------------------------------------------------------------------------
CoLo
VM01
Server
Dell 2650
---------------------------------------------------------------------------------------------
CoLo
VM02
Server
Dell 2850
---------------------------------------------------------------------------------------------
CoLo
WATCHGUARD
Firewall
---------------------------------------------------------------------------------------------
Information Systems Yolanda Hagler Desktop
Dell Dimension 4300 P-4 1.6GHz
---------------------------------------------------------------------------------------------
Information Systems Yolanda Hagler Desktop
Dell Dimension 4600 P-4 2.8GHz
---------------------------------------------------------------------------------------------
Information Systems Yolanda Hagler Desktop
Dell Dimension XPS B866 P-3 864MHZ
---------------------------------------------------------------------------------------------
Information Systems Yolanda Hagler
Laptop Toshiba
Satellite A20-S259 P-4 2.8GHz
---------------------------------------------------------------------------------------------
Information Systems Yolanda Hagler
Laptop
Toshiba Protege 7140 P-3 497MHz
---------------------------------------------------------------------------------------------
Information Systems Yolanda Hagler Monitor
Dell M991 19" CRT
---------------------------------------------------------------------------------------------
Information Systems Yolanda Hagler Scanner
HP ScanJet 5550C
---------------------------------------------------------------------------------------------
Information Systems Yolanda Hagler
Switch
Netgear
---------------------------------------------------------------------------------------------
Laser Printer
HP LaserJet 5N
---------------------------------------------------------------------------------------------
Subtotal Hardware Replacement Cost
---------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Hard
Cost New Drive
Memory Projectors Service tag or SN
-----------------------------------------------------------------------------------------------------------------------------------
<S>
<C> <C>
<C>
<C> <C>
<C>
Information Systems Aislinn Schmershal 6,150.00 74.4GB 1GB
Service Tag: GBFGF51
-----------------------------------------------------------------------------------------------------------------------------------
Information Systems Aislinn Schmershal 610.00
9.54GB 384MB
Service Tag: 5T58Q01
Linda Hobart's
Old Computer
-----------------------------------------------------------------------------------------------------------------------------------
Information Systems Aislinn Schmershal 250.00
S/N: CN04N73647606349B2J7
-----------------------------------------------------------------------------------------------------------------------------------
Information Systems Aislinn Schmershal 125.00
S/N: 0492084469
-----------------------------------------------------------------------------------------------------------------------------------
Information Systems Aislinn Schmershal
50.00
S/N: CN-OK4586-28298-44N-1048
-----------------------------------------------------------------------------------------------------------------------------------
Sales
Amber Asaro
670.00 37.2GB
1.0GB
S/N: 53YQN41
-----------------------------------------------------------------------------------------------------------------------------------
Sales
Amber Asaro
180.00
S/N: MY-08J854-46632-1AB-805T
-----------------------------------------------------------------------------------------------------------------------------------
Sales
Brad Timms
2,100.00
40GB 512MB Dell 2300MP S/N: R4904037
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
Cisco 3750
6,574.00
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
Cisco 3750
6,574.00
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
Cisco Router
2,500.00
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
CLECC01
6,200.00
Service Tag: JWM5711
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
CLSAM01
6,200.00
Service Tag: 4YZ1B21
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
CLTS01
7,690.00
Service Tag: GXW7T61
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
CLTS02
7,690.00
Service Tag: FXW7T61
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
CLTS03
7,690.00
Service Tag: HXW7T61
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
CLTS04
7,690.00
Service Tag: JWX7T61
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
CONN01
6,200.00
Service Tag: GCDDR21
-----------------------------------------------------------------------------------------------------------------------------------
Client Services
Dante Ferrer
1,280.00
30GB 128MB
-----------------------------------------------------------------------------------------------------------------------------------
Sales
Dick Derrick
1,600.00 55.8GB
496MB
S/N: 44125906H
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
DMZ01
6,200.00
Service Tag: 39P6B21
-----------------------------------------------------------------------------------------------------------------------------------
Information Systems Dotti Kearney
1,270.00 148GB
1.49GB
Service Tag: C4MCS51
-----------------------------------------------------------------------------------------------------------------------------------
Information Systems Dotti Kearney
530.00 37.2GB
256MB
Service Tag: 815S141
-----------------------------------------------------------------------------------------------------------------------------------
Information Systems Dotti Kearney
300.00
S/N: 1182001709
-----------------------------------------------------------------------------------------------------------------------------------
Information Systems Dotti Kearney
250.00
S/N: MX-05C544-47801-1BR-H0WU
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
ECW02
7,690.00
Service Tag: BSVBY51
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
ECW03
7,690.00
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
ECW04
7,690.00
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
EX02
7,690.00
Service Tag: 9XNTB51
-----------------------------------------------------------------------------------------------------------------------------------
Sales
Jacque Lake
2,100.00 19.6GB
504MB Dell 2300MP
S/N: R4904044
-----------------------------------------------------------------------------------------------------------------------------------
Sales
Joe Hasbauer
2,100.00 19.6GB
504MB Dell 2300MP
-----------------------------------------------------------------------------------------------------------------------------------
Information Systems John Laws
1,600.00 60GB 512MB
Service Tag Rubbed Off (Unreadable)
-----------------------------------------------------------------------------------------------------------------------------------
Information Systems John Laws
1,500.00
S/N: 0103 / 7YAF022756
-----------------------------------------------------------------------------------------------------------------------------------
Client Services
Kang Jackson
1,050.00 14.6GB
384MB
Service Tag: DHVP431
-----------------------------------------------------------------------------------------------------------------------------------
Client Services
Katrina Nelson
1,600.00 37.2GB
224MB
S/N: X3154250P
-----------------------------------------------------------------------------------------------------------------------------------
Marketing
Laura Nasipak
1,600.00 60GB 512MB
S/N: X3040866P
-----------------------------------------------------------------------------------------------------------------------------------
Sales
Linda Moses
2,100.00 19.6GB
504MB
S/N: R4904038
-----------------------------------------------------------------------------------------------------------------------------------
Information Systems Lisa Herrington
610.00 30GB 256MB
Service Tag: 3530021
-----------------------------------------------------------------------------------------------------------------------------------
Information Systems Lisa Herrington
250.00
S/N: CN04N7364760642ABBC6
-----------------------------------------------------------------------------------------------------------------------------------
Client Services Lisa
Perfater z 1,600.00
60GB 512MB
S/N: 64159397Q
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
NAS
2,800.00
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
Net
5,500.00
Service Tag: DB77T01
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
NETSCREEN 1
5,811.00
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
NETSCREEN 2
5,811.00
-----------------------------------------------------------------------------------------------------------------------------------
Client Services
Ray Murphy
1,600.00 55.8GB
496MB
S/N: 44082696H
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
SAN
60,000.00
Serial Number: B000696
-----------------------------------------------------------------------------------------------------------------------------------
Sales
Shalona Fong
610.00 18.6GB
256MB
Service Tag: HSHKD01
-----------------------------------------------------------------------------------------------------------------------------------
Sales
Shalona Fong
180.00
S/N: CN-0P0151-64180-48D-32C8
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
SQL
5,500.00
Service Tag: FLKLC21
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
TAPE UNIT
8,000.00
Serial Number: 305241
-----------------------------------------------------------------------------------------------------------------------------------
Marketing
Traci Detchen
820.00 18.6GB
512MB
Service Tag: 6Y07W11
-----------------------------------------------------------------------------------------------------------------------------------
Marketing
Traci Detchen
250.00
S/N: MY-04N736-47603-287-BUGA
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
TS01
7,500.00
Service Tag: 69P6821
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
TS02
7,500.00
Service Tag: 99B6B21
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
TS03
7,500.00
Service Tag: DJ4SX21
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
TS04
7,500.00
Service Tag: 3B0YL21
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
VM01
5,500.00
Service Tag: G14BCC21
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
VM02
7,690.00
Service
Tag: G20MM41
-----------------------------------------------------------------------------------------------------------------------------------
CoLo
WATCHGUARD
3,500.00
Serial Number: 505100980-BA85
-----------------------------------------------------------------------------------------------------------------------------------
Information Systems Yolanda Hagler
820.00 46.5GB
1.0GB
Service Tag: 172N211
-----------------------------------------------------------------------------------------------------------------------------------
Information Systems Yolanda Hagler
820.00 60GB 512MB
Service Tag: 6VZ6W
