Asset Purchase Agreement (2003)Full Document 

Start of Preview
                              DATED March 28, 2003


                        _______________________________


                            ASSET PURCHASE AGREEMENT


                        _______________________________



                                 regarding the
                        acquisition of certain assets of

                           Trans-Lux West Corporation
                                       By
                                   Barco, Inc














                               Table of Contents

                       [Will Prepare For Executable Copy]



                            Asset Purchase Agreement


This Agreement was made and entered into this 28th day of March 2003,

by and between

Trans-Lux West Corporation
                                              1651 North 1000 West, Logan, UT-
                                              herein referred to as "Seller" -

with a corporate guarantee of specified obligations under Sections 2.1.4 and

10.5 only

by Trans-Lux Corporation
                                              -herein referred to as Guarantor-,

Barco NV referred to as Barco, corporate parent of Purchaser and guarantor of

Purchaser's obligations under this Agreement,

and


BARCO, Inc.

3240 Town Point Drive

Kennesaw, Ga 30144

                                          - herein referred to as "Purchaser " -


                                    Preamble

WHEREAS Seller is engaged in the business (the " Business") as hereafter defined

in Exhibit A Definitions.




WHEREAS Purchaser intends to acquire from Seller certain assets of the Business
by (i) purchasing and receiving by assignment certain of Seller's assets and
(ii) assuming certain of Seller's contractual relationships and obligations
pursuant to the terms of this Agreement and Seller intends to accept such sale
and transfer and such assumption of contractual relationships and obligations by
Purchaser.

NOW THEREFORE, the Parties hereto agree as follows:


1.      Current Status

        Seller engages in the Business and uses tangible and intangible assets
        and contractual relationships relating thereto.  It is understood that
        certain assets of the Business not being sold as part of the transaction
        contemplated herein, have been, are and will be used in the manufacture
        of products of other businesses of Seller.


2.      Sale and Transfer of Assets

2.1     Seller herewith sells and assigns to Purchaser, subject to Section 2.4,
        and hereby licenses certain patents ("Intellectual Property") pursuant
        to the Technology and Patent License Agreement executed simultaneously
        with this Agreement, all with effect from the Closing Date (as defined
        in Section 8) all of its right, title and interest to the following
        assets which relate to the Business as of the Closing Date( collectively
        the "Acquired Assets"), and Purchaser herewith accepts such sale and
        such assignment and purchases such assets.

        2.1.1 real property located at 1651 North 1000 West, Logan, Utah (the
              "Logan Utah Facility") including all fixtures and furnishings as
              listed in Exhibit 2.1.1;

        2.1.2 tangible movable assets, including equipment, machinery, vehicles,
              and all other manufacturing equipment (collectively "Equipment")
              and assets relating to the Business, all as listed in Exhibit
              2.1.2;

        2.1.3 inventories, including raw materials and supplies, work in
              progress and finished goods relating exclusively to the Business
              as listed in Exhibit 2.1.3;

        2.1.4 trade receivables as listed in Exhibit 2.1.4 (hereinafter "Trade
              Receivables") with those Trade Receivables not exceeding 90 days
              past due at the Closing.  In the event, however, that any Trade
              Receivable becomes 90 days past due after Closing and such
              non-collection is not due to actions of Purchaser and Purchaser
              used reasonable efforts to collect such Trade Receivables and
              allowed Seller to assist in such collection, such Trade Receivable
              shall be re-assigned back to Seller with Seller providing payment
              to Purchaser in the amount of the Trade Receivable.  After such
              re-assignment, at Seller's request Purchaser shall assist Seller
              in the collection of the Trade Receivable including any required
              technical assistance at a cost to Seller of the full cost of

End of Preview