Asset Purchase Agreement between Computer Sciences Corporation and Alysis Technologies, Inc. (August 17, 2000)
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This agreement is between Alysis Technologies, Inc. (the seller) and Computer Sciences Corporation (the buyer), effective August 17, 2000. Under the agreement, Alysis sells certain business assets—including software products, intellectual property rights, contracts, and the LoanVision name—to Computer Sciences. The agreement outlines the assets being transferred, the purchase price, and the responsibilities of each party. It also specifies conditions for closing the sale and addresses related liabilities and employee matters. The transaction is subject to the terms and conditions detailed in the agreement.
EX-2.1 2 0002.txt ASSET PURCHASE AGREEMENT Exhibit 2.1 ASSET PURCHASE AGREEMENT Between COMPUTER SCIENCES CORPORATION And ALYSIS TECHNOLOGIES, INC. EFFECTIVE DATE: AUGUST 17, 2000 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ("Agreement") is made and entered into as of the 17/th/ day of August, 2000 by and among Alysis Technologies, Inc., a Delaware corporation ("Seller") and Computer Sciences Corporation, a Nevada corporation ("Buyer"). WHEREAS, on and subject to the terms and conditions contained in this Agreement, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, certain assets which include (a) the CheckVision/(R) /Business, (b) certain contracts and intellectual property rights associated with the WorkVision/(R) /Software, REP Software and RemitVision/(R)/ Software products, (c) the LoanVision name and (d) the NCR Global Strategic Alliance Agreement. NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, and intending to be legally bound hereby, Seller and Buyer agree as follows: ARTICLE I DEFINITIONS 1.1 Certain Definitions. The terms defined in this Section 1.1 shall, ------------------- for all purposes of this Agreement, have the meanings herein specified, unless the context expressly or by necessary implication otherwise requires: (a) "Accounts Receivable" shall have the meaning set forth in Section 2.2(h) hereof. (b) "Acquired Assets" shall have the meaning set forth in Section 2.2 hereof. (c) "Acquired Books and Records" shall have the meaning set forth in Section 2.2(l) hereof. (d) "Acquired Contracts" shall have the meaning set forth in Section 2.2(f) hereof. (e) "Acquired Employees" shall have the meaning set forth in Section 9.1(a) hereof. (f) "Acquired Employee Accruals" shall have the meaning set forth in Section 2.4(c) hereof. (g) "Acquired Intellectual Property" shall have the meaning set forth in Section 3.2(g) hereof. (h) "Acquired Patents, Copyrights and Trademarks" shall have the meaning set forth in Section 2.2(c) hereof. (i) "Acquired Trade Secrets" shall have the meaning set forth in Section 2.2(d) hereof. (j) "Action" shall mean any action, complaint, investigation, petition, suit or other proceeding, whether civil or criminal, in law or in equity, or before any arbitrator or Governmental Entity. CONFIDENTIAL COMPUTER SIENCES CORPORATION 1 (k) "Adjustment Amount" shall have the meaning set forth in Section 2.6 hereof. (l) "Agreement" or "this Agreement" shall mean this instrument and all the Schedules hereto, as originally executed and delivered, or, if amended or supplemented, as so amended or supplemented. (m) "Assumed Liabilities" shall have the meaning set forth in Section 2.4 hereof. (n) "Buyer" shall have the meaning set forth in the initial paragraph of this Agreement. (o) "Claims" shall have the meaning set forth in Section 2.2(j) hereof (p) "Closing" shall have the meaning set forth in Section 7.1 hereof. (q) "Closing Date" shall mean the date, as determined pursuant to Section 7.1 hereof, on which the Closing shall occur. (r) "CheckVision Business" shall mean Seller's ongoing business related to the CheckVision product line, CheckVision Software, the assets reflected on the CheckVision Business Balance Sheet, and the contracts listed in Schedule 2.2(f) (i) through Schedule 2.2 (f) (x)hereof. (s) "CheckVision Business Adjusted Balance Sheet" shall mean the balance sheet set forth in Schedule 3.2(a)(ii) hereof. (t) "CheckVision Business Balance Sheet" shall mean the balance sheet set forth in Schedule 3.2(a)(i) hereof. (u) "CheckVision Business Closing Balance Sheet" shall have the meaning set forth in Section 2.8(a) hereof. (v) "CheckVision Business Employees" shall have the meaning set forth in Section 9.1(a) hereof. (w) "CheckVision Business Prepaid Items" shall have the meaning set forth in Section 2.2(i) hereof. (x) "CheckVision Other Property" shall have the meaning set forth in Section 2.2(m) hereof. (y) "CheckVision Software" shall mean the Software listed in Schedule 2.2(b) hereof as described in the customer contracts acquired under this Agreement and in the related documentation. (z) "CheckVision Trade Payables" shall have the meaning set forth in Section 2.4(b) hereof. (aa) "Code" shall mean the Internal Revenue Code of 1986, as amended. CONFIDENTIAL COMPUTER SCIENCES CORPORATION 2 (bb) "Contract Proposals" shall mean those bids, quotations and proposals for future leases, licenses, contracts, agreements, purchase orders or commitments listed on Schedule 2.2(g) hereof. (cc) "Consents" shall have the meaning set forth in Section 6.7 hereof. (dd) "Convention" shall mean that dates are stored, input, or output in a format that preserves only decade and year information, but are processed through a "sliding window" calculation. (ee) "Deductible Amount" shall have the meaning set forth in Section 10.6(a) hereof. (ff) "Development Environments" shall mean any device, programming, documentation, media and other objects, including compilers, "workbenches," tools, and higher-level or "proprietary" languages, used by Seller for the development, maintenance and implementation of Materials and Software, to the extent such objects may be necessary for any subsequent maintenance or enhancement of the same, similar or related Materials or the comprehension by reasonably competent programmers of the operation of such Materials in their business context. (gg) "Employee Benefit Plans" shall have the meaning set forth in Section 3.2(l)(i) hereof. (hh) "Employee Offerees" shall have the meaning set forth in Section 9.1(a) hereof. (ii) "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. (jj) "Excluded Assets" shall have the meaning set forth in Section 2.3 hereof. (kk) "Governmental Entity" shall mean any government, or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign. (ll) "Governmental Licenses," with respect to the Acquired Assets, shall mean all licenses, permits, franchises, authorizations, approvals, qualifications, certificates of authority and certificates of occupancy issued by any governmental or regulatory body or authority that are required in connection with the operation of the CheckVision Business as set forth in Schedule 3.2(u) hereof. (mm) "Indemnified Party" shall have the meaning set forth in Sections 10.1 and 10.2 hereof. (nn) "Indemnifying Party" shall have the meaning set forth in Sections 10.1 and 10.2 hereof. CONFIDENTIAL COMPUTER SCIENCES CORPORATION 3 (oo) "Indemnity Claim" shall have the meaning set forth in Section 10.4 hereof. (pp) "Losses" shall have the meaning set forth in Section 10.1 hereof. (qq) "Initial Payment" shall have the meaning set forth in Section 2.7(a) hereof. (rr) "Materials" shall mean computer programming code (including both object code and source code versions thereof), databases, documentation (including user manuals and other written materials that relate to particular codes or databases), and other materials useful in designing Software (for example, logic manuals, flow charts, and principles of operation). (ss) "NCR Agreement" shall have the meaning set forth in Section 2.11 hereof. (tt) "Owned Software Licenses" shall mean those licenses listed in Schedule 2.2(f)(iii) hereof. (uu) "Owned Tangible Personal Property" shall have the meaning set forth in Section 2.2(a) hereof. (vv) "Owned Tangible Personal Property Leases" shall mean those leases listed in Schedule 2.2(f)(i) hereof. (ww) "Pro Rata Property Taxes" shall have the meaning set forth in Section 2.4(e) hereof. (xx) "Purchase Price" shall have the meaning set forth in Section 2.6 hereof. (yy) "REP Software" shall mean the Software described in the customer contracts acquired under this Agreement and in the related documentation. (zz) "RemitVision Software" shall mean the Software described in the customer contracts acquired under this Agreement and in the related documentation. (aaa) "Seller" shall have the meaning set forth in the initial paragraph of this Agreement. (bbb) "Seller's Other Intellectual Property" shall have the meaning set forth in Section 2.2(e) hereof. (ccc) "Owned Software" shall mean the software listed in Schedule 2.2(b) hereof. (ddd) "Product Date Range" shall have the meaning set forth in Section 3.2(h)(ii)(A). (eee) "Prohibited Business" shall have the meaning set forth in Section 8.4 hereof. (fff) "Seller's 401(k) Plan" shall have the meaning set forth in Section 3.2(l)(iv) hereof. CONFIDENTIAL COMPUTER SCIENCES CORPORATION 4 (ggg) "Software" shall mean any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow- charts and other work product used to design, plan, organize and develop any of the foregoing, and (iv) all documentation, including user manuals and training materials, in whatever media, relating to any of the foregoing. (hhh) "Tax" shall mean any foreign, federal, state, county or local income, sales and use, value added, excise, franchise, real and personal property, transfer, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, severance or withholding tax or charge imposed by any Governmental Entity, any interest or penalties (civil or criminal) related thereto or to the nonpayment thereof, and any Losses in connection with the determination, settlement or litigation of any Tax liability. (iii) "Third Party Software Licenses" shall mean the licenses for the software listed in Schedule 2.2(f)(iv) hereof. (jjj) "Transferable Governmental Licenses" shall have the meaning set forth in Section 2.2(k) hereof. (kkk) "WorkVision Software" shall mean the Software described in the WorkVision documentation as well as that portion of the Software utilized in the CheckVision Business, REP Software and RemitVision Software. (lll) "WorkVision Software License" shall mean a license (pursuant to the terms set out in Schedule 1.1 (lll) to use the WorkVision Software. (mmm) "Year 2000 Compliant" shall have the meaning set forth in Section 3.2(h)(ii) hereof. 1.2 Other Definitions. In addition to the terms defined in Section 1.1, ------------------ certain other terms are defined elsewhere in this Agreement, and, whenever such terms are used in this Agreement, they shall have their respective defined meanings, unless the context expressly or by necessary implication otherwise requires. ARTICLE II PURCHASE 2.1 Transaction. On and subject to the terms and conditions of this ----------- Agreement, at the Closing: (a) Seller shall sell, transfer, assign, convey and deliver the Acquired Assets to Buyer, and Buyer shall purchase the Acquired Assets from Seller; CONFIDENTIAL COMPUTER SCIENCES CORPORATION 5 (b) Buyer shall assume and become solely responsible for the payment or discharge of the Assumed Liabilities; and (c) Buyer shall pay to Seller the Purchase Price as herein provided. 2.2 Acquired Assets. For purposes hereof, the term "Acquired Assets" --------------- means, the WorkVision Software License set forth in Schedule 1.1(lll) and all the rights, titles, privileges, claims of every kind, character, and description, tangible and intangible, real and personal related in and to the following: (a) Owned Tangible Personal Property. All tangible personal property -------------------------------- owned by Seller that is included in the CheckVision Business Closing Balance Sheet as listed in Schedule 3.2(e) (collectively, the "Owned Tangible Personal Property"); (b) Owned Software. All Software owned exclusively by Seller that is -------------- described on Schedule 2.2(b) hereto; --------------- (c) Patents, Copyrights and Trademarks. Patents, patent applications, ---------------------------------- copyrights, copyright applications, trademarks, trademark registrations, service marks, service mark registrations, trade names and trade name registrations which are owned by Seller, or applied for, issued to or owned by Seller, or in which Seller has acquired any right or interest pursuant to any license, assignment, agreement or other arrangement, and which, in each case, listed or described on Schedule 2.2(c) hereto (collectively, the "Acquired Patents, --------------- Copyrights and Trademarks"); (d) Trade Secrets. All know-how, inventions, discoveries, concepts, ------------- ideas, methods, processes, designs, formulae, technical data, drawings, manuals, specifications, data bases, models, simulations and other proprietary and confidential information of Seller described on Schedule 2.2(d) hereto (collectively, the "Acquired Trade Secrets"). --------------- (e) Other Intellectual Property. The intellectual property described on --------------------------- Schedule 2.2(e) hereto (collectively, the "Seller's Other Intellectual --------------- Property"). (f) Contracts. The material leases, licenses, contracts, agreements, --------- purchase orders and commitments, written or oral, to which Seller is a party on the date hereof that relate solely to the Acquired Assets and that are listed on Schedule 2.2(f) and Schedules 2.2(f)(i) --------------- through 2.2(f)(x) hereto (the "Acquired Contracts") (g) Contract Proposals. The Contract Proposals related to the Acquired ------------------ Assets. (h) Accounts Receivable. All accounts receivable with respect to the ------------------- Acquired Contracts, excluding Seller intercompany receivables (collectively, the "Accounts Receivable") as reflected in the CheckVision Closing Balance Sheet. (i) Prepaid Items. All prepaid items, deposits and other similar assets ------------- of the CheckVision Business (collectively, the "CheckVision Business Prepaid Items") as reflected in the CheckVision Business Closing Balance Sheet. CONFIDENTIAL COMPUTER SCIENCES CORPORATION 6 (j) Claims. All rights, claims, and rights and causes of action ------ relating to the Acquired Assets, and/or the Assumed Liabilities, including, without limitation, those arising under the insurance policies listed on Schedule 3.2(s) hereto, but excluding claims for --------------- refunds of Taxes (collectively, "Claims"). (k) Transferable Governmental Licenses. Those Governmental Licenses that ---------------------------------- are transferable to Buyer as noted on Schedule 3.2 (u) (collectively, the "Transferable Governmental Licenses"). (l) Books and Records. As applicable, originals or copies of all books, ----------------- records and accounts, correspondence, invoices, purchase records, customer and supplier lists, maintenance records, surveys, drawings, plans and specifications, confidential information that has been reduced to writing, manuals and other written data in Seller's facilities in Emeryville, California which relate exclusively to the CheckVision Business and/or the Acquired Assets (collectively, the "Acquired Books and Records"). (m) Other Property. All other property, real or personal, tangible or -------------- intangible, that is owned by or in the possession of Seller, used in connection with the CheckVision Business or reflected as an asset on the CheckVision Business Balance Sheet, together with such additions thereto and subtractions therefrom as have been made by Seller since the date of the CheckVision Balance Sheet in the ordinary course of the CheckVision Business and consistent with past practice (collectively, the "CheckVision Other Property"). 2.3 Excluded Assets. For purposes hereof, the term "Excluded Assets" --------------- means all assets of Seller not specifically designated as an Acquired Asset, including without limitation, the following: (a) those assets which have been or will be disposed of as permitted by this Agreement; (b) all cash and all Seller intercompany accounts receivable; (c) WorkVision Software ownership, the name, domain name, and trademark "Alysis", "IA", "IA Corp.", "WorkOut", "DocuVision", "At Work Corp." the d.b.a. "@ Work" and related trademarks, corporate name, and trade names incorporating "Alysis", "IA" or "At Work Corp." or the stylized "Alysis", "IA" "@Work" logo as used by Seller as part of any trademark or trade name and the tag lines "YOUR VISION/OUR SOLUTION" and "ACCESS THE POSSIBILITIES" and the service mark for the puzzle piece logo. (d) except as otherwise set out herein, all assets held by Seller, whether in trust or otherwise, in respect of employee benefit plans pertaining to Acquired Employees; (e) all leases, licenses, contracts, agreements, purchase orders and commitments, written or oral, other than the Acquired Contracts; CONFIDENTIAL COMPUTER SIENCES CORPORATION 7 (f) all claims for refunds of Taxes, and all rights, claims, and rights and causes of action relating to the Excluded Assets; (g) all Governmental Licenses issued to Seller that are not transferable to Buyer; and (h) the shared assets used in the CheckVision Business that are listed on Schedule 2.3 hereto. ------------ 2.4 Assumed Liabilities. For purposes hereof, the term "Assumed ------------------- Liabilities" means the following liabilities and obligations of Seller arising out of or related to the Acquired Assets: (a) all executory liabilities and obligations, and all product and service warranty obligations, with respect to the Acquired Contracts; (b) all trade accounts payable as of the Closing Date incurred in the ordinary course of the CheckVision Business and reflected on the CheckVision Business Closing Balance Sheet, as finally determined (collectively, the "CheckVision Trade Payables"); (c) any applicable payroll, and vacation accruals as of the Closing Date with respect to the Acquired Employees reflected on the CheckVision Business Closing Balance Sheet, as finally determined (collectively, the "Acquired Employee Accruals"); (d) certain sick leave benefits to the extent reflected in the CheckVision Business Balance Sheet and which sick leave benefits are subject to possible refund to Seller in accordance with Section 2.7(e); and (e) Buyer's pro rata portion of any personal property tax with respect to its ownership of any of the Acquired Assets after the Closing (collectively, the "Pro Rata Property Taxes"). 2.5 Excluded Liabilities. Buyer shall not be deemed by anything contained -------------------- in this Agreement to have assumed any liabilities or obligations other than the Assumed Liabilities, including, without limitation, any liability or obligation of Seller for the following: (a) any Taxes other than the Pro Rata Property Taxes; (b) any liability or obligation incurred, arising from, in connection with or as a result of any claims made or Actions brought by or against Seller, whether before or after the Closing, that arise out of events that occurred prior to the Closing; (c) all fees and expenses of Seller in connection with the transactions contemplated in this Agreement; and (d) any liability or obligation to or on behalf of current or former officers, directors or employees of Seller (other than the Acquired Employee Accruals), including, without limitation, all payroll related withholdings for amounts paid prior to CONFIDENTIAL COMPUTER SIENCES CORPORATION 8 Closing, or any liability or obligation in connection with any employee benefit plan or collective bargaining, labor or employment agreement or other similar arrangement. 2.6 Purchase Price and Allocation. The Purchase Price for the Acquired ----------------------------- Assets shall be equal to Four Million Five Hundred Thousand Dollars ($4,500,000) less an amount, if any, ("Adjustment Amount") by which the net asset value reflected on the CheckVision Business Closing Balance Sheet, as finally determined, is less than negative $500,000 (e.g., negative $501,000 is less than negative $500,000). The Purchase Price shall be allocated, by mutual agreement of Seller and Buyer, among the Acquired Assets as set forth in Schedule 2.6 ------------ hereto. 2.7 Payment of Purchase Price. The Purchase Price shall be payable as ------------------------- follows: (a) at the Closing, Buyer shall pay to Seller Four Million Dollars ($4,000,000) less a reasonable estimate of the Adjustment Amount which will be reflected in Schedule 3.2(a)(ii) (the "Initial Payment") by wire transfer to the account designated by Seller. (b) Within three (3) business days after the CheckVision Business Closing Balance Sheet has been finally determined, Buyer shall pay to Seller, or Seller shall pay to Buyer, by wire transfer to the account designated by the recipient for such purpose, the excess or shortfall, respectively, of the Adjustment Amount described in Section 2.6 above. (c) The remaining Five Hundred Thousand Dollars ($500,000) of the Purchase Price shall be retained by Buyer for one (1) year after the Closing and applied to Seller's liability, if any, under Sections 3.2(f) and 10.1 below. At the end of such one (1) year period, Buyer will remit the balance, if any, of such retained amount to Seller with interest thereon at the prime rate as indicated for Citicorp from time to time in the Wall Street Journal; provided, however, that if an action is pending or threatened at such time and such action, if successful, would create a liability of Seller under Section 10.1 below, Buyer may, until the ultimate conclusion of such action, continue to hold a portion of such retained amounts as may be reasonably necessary to cover such potential liability. (d) Prior to drawing down on any of the retained amount, Buyer shall notify Seller in writing of its intent to make a claim. Seller and Buyer shall discuss the merits and amount of such claim. If a dispute arises as to the amount of money to be claimed by Buyer or to be remitted to Seller pursuant to this Section, the party initiating the dispute shall provide written notice to the other party within ten (10) days after the notice on an intent to make a claim or the one year anniversary date of the Closing (as may be applicable) stating with particularity the nature of the dispute. Representatives of the accounting departments and senior management of each party will meet as early as reasonably possible and use all reasonable measure to resolve the dispute. CONFIDENTIAL COMPUTER SIENCES CORPORATION 9 (e) The sick leave accrual described in Section 2.4(d) above shall be applied to sick leave for the Acquired Employees based on an assumed starting fund for each Acquired Employee of thirty (30) hours and the accrual applied on a "last in-first out" basis, i.e. this accrual shall be applied after the Acquired Employees have exhausted sick leave benefits granted by or earned from Buyer. If any amount of the sick leave accrual remains unapplied at the time the payment described in Section 2.7 (c) above is due, such remainder shall be paid to Seller at the same time. 2.8 Preparation of Closing Balance Sheets. ------------------------------------- (a) As soon as practicable after the Closing and in any event within sixty (60) days thereafter, Seller (with the assistance and cooperation, without charge to Seller, of personnel formerly employed by Seller who are employed by Buyer after the Closing, if necessary) shall prepare and present to Buyer a statement setting forth the book value of the Acquired Assets and Assumed Liabilities as of the Closing Date immediately prior to the Closing (the "CheckVision Business Closing Balance Sheet"); (b) The CheckVision Business Closing Balance Sheet shall be prepared in accordance with the accounting principles utilized in the preparation of the CheckVision Business Adjusted Balance Sheet; and (c) When presenting the CheckVision Business Closing Balance Sheet to Buyer, Seller shall also submit to Buyer a certificate executed by the Chief Financial Officer of Seller stating that the CheckVision Business Closing Balance Sheet fairly presents the book values of the Acquired Assets and Assumed Liabilities, determined in accordance with this Section 2.8. 2.9 Determination of Closing Balance Sheets. --------------------------------------- (a) Buyer and its representatives and accountants shall have the right to review the work papers used in preparing the Closing Balance Sheet, and shall have full access to the books, records, properties and personnel of Seller for purposes of verifying the accuracy and fairness of presentation of the CheckVision Business Closing Balance Sheet. (b) The CheckVision Business Closing Balance Sheet and the amounts reflected therein shall be binding upon Buyer and Seller for all purposes unless Buyer, within thirty (30) days after its receipt of the CheckVision Business Closing Balance Sheet, gives written notice to Seller of Buyer's disagreement with any of such amounts, which notice shall specify in reasonable detail, insofar as possible, the nature and extent of such disagreement. If Buyer and Seller are unable to resolve any such disagreement within thirty (30) days after Buyer gives Seller notice thereof, the disagreement shall be referred for final determination to a mutually acceptable accounting firm of national reputation. Buyer and Seller may submit to such accounting firm any facts that they deem relevant, and the CONFIDENTIAL COMPUTER SCIENCES CORPORATION 10 determination of such accounting firm shall be conclusive, non- appealable and binding upon Buyer and Seller for all purposes. Buyer and Seller agree that judgment may be entered upon the determination of such accounting firm in any court having jurisdiction over the party against which such determination is to be enforced. Buyer and Seller agree that the procedures established by this Section 2.9(b) shall constitute the exclusive procedures for the final determination of the CheckVision Business Closing Balance Sheet and the amounts reflected therein. 2.10 Payment of Certain Expenses. Buyer and Seller shall each pay the fees --------------------------- and disbursements of their respective internal and independent accountants and other personnel incurred in the initial preparation, review and final determination of the Closing Balance Sheet. The fees and disbursements of the accounting firm to which any disagreement is referred pursuant to Section 2.9(b) hereof shall be borne equally by Buyer and Seller. 2.11 Payments Pursuant to the NCR Agreement. Seller entered into a Global --------------------------------------- Strategic Alliance Agreement with NCR Corporation dated as of the 11/th/ day of June, 1997 as amended as of the 4/th/ day of June, 1999 ("NCR Agreement"). The NCR Agreement will be conveyed to Buyer as part of the Acquired Assets; however, for a period beginning on the Closing Date and continuing thereafter until the NCR Agreement is terminated, Buyer will remit to Seller, seventy-five percent (75%) of the royalties received by Buyer pursuant to such Agreement less an administrative charge not to exceed fifty thousand dollars ($50,000) per year. Said administrative fee shall be paid as incurred and deducted from any royalties due to Seller. ARTICLE III REPRESENTATIONS AND WARRANTIES 3.1 Seller's General Representations and Warranties. Seller represents ----------------------------------------------- and warrants to Buyer the following: (a) Organization and Good Standing. Seller is a corporation, duly ------------------------------ organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power to carry on the CheckVision Business as it has been and is currently conducted, and to own, lease or operate the Acquired Assets. Seller is qualified to do business and is in good standing in each jurisdiction in which the nature of the CheckVision Business or the character of the Acquired Assets makes such qualification necessary. (b) Power and Authority. Seller has full power and authority under its ------------------- charter and bylaws to execute, deliver, and perform this Agreement. (c) Authorization. The execution, delivery and performance of this ------------- Agreement by Seller has been duly authorized by all requisite corporate action on the part of Seller, and the representative of Seller who has executed this Agreement has been duly authorized to do so by Seller. CONFIDENTIAL COMPUTER SCIENCES CORPORATION 11 (d) Binding Effect. This Agreement is a valid, binding and legal -------------- obligation of Seller, subject to applicable bankruptcy, insolvency and similar laws affecting creditor rights generally and subject, as to enforceability to general principles of equity (regardless of whether enforcement is in an action at law or suit in equity). (e) No Violation. Neither the execution and delivery of this Agreement ------------ by Seller nor Seller's full performance of its obligations hereunder will violate or breach, or otherwise constitute or give rise to a default under or conflict with (i) Seller's charter or bylaws, (ii) any contract, commitment, or other obligation to which Seller is a party, (iii) any judgment, decree, order or award of any Governmental Entity or arbitrator, or (iv) any law, rule or regulation applicable to Seller. (f) Regulatory Approvals. All consents, approvals, authorizations and -------------------- other requirements prescribed by any law, rule or regulation which must be obtained or satisfied by Seller and which are necessary for the execution and delivery by Seller of this Agreement and the documents to be executed and delivered by Seller in connection herewith have been obtained and satisfied. (g) Finders. Except for the Corum Group, whose fees and expenses will be ------- paid by Seller, Seller has not engaged and is not directly or indirectly obligated to anyone acting as a broker, finder or in any other similar capacity in connection with the purchase of the Acquired Assets. (h) Representations and Warranties True and Complete. All representations ------------------------------------------------ and warranties of Seller in this Agreement are true, accurate and complete in all material respects as of the date hereof, and will be true, accurate and complete in all material respects as of the Closing (as if such representations and warranties were made anew as of the Closing, except with respect to the effect of transactions contemplated or permitted by this Agreement). 3.2 Seller's Representations and Warranties Concerning the CheckVision ------------------------------------------------------------------ Business. Seller represents and warrants to Buyer the following: - -------- (a) Financial Statements. -------------------- (i) Schedule 3.2(a)(i) hereto contains the unaudited balance ------------------ sheets associated with the CheckVision Business prepared as of June 30, 2000 ("CheckVision Business Balance Sheet"). Except as provided for in Schedule 3.2(a)(i) hereto, the CheckVision Business Balance ------------------ Sheet (A) was prepared in accordance with the books and records of Seller, (B) was prepared in accordance with generally accepted accounting principles consistently applied, (C) fairly presents the financial condition of CheckVision Business as at the relevant dates thereof and for the periods covered thereby, and (D) contains and reflects all necessary adjustments and accruals for a fair presentation of the financial condition of the CheckVision Business for the periods covered thereby. CONFIDENTIAL COMPUTER SIENCES CORPORATION 12 (ii) Schedule 3.2(a)(ii) hereto contains the CheckVision Business ------------------- Balance Sheet, as adjusted by Buyer and agreed to by Seller ("CheckVision Business Adjusted Balance Sheet"). (b) Interests. The CheckVision Business does not own, directly or --------- indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, business, trust or other entity. (c) Absence of Specified Changes. Since the date of the CheckVision ---------------------------- Business Balance Sheet, except as set forth in Schedule 3.2(c) --------------- hereto, there has not been: (i) any material transaction by Seller with respect to Acquired Assets, including, without limitation, any transfer or encumbrance of any asset, any amendment or termination of any agreement, or any waiver or release of any right or claim, except in the ordinary course of business; (ii) any material adverse change in the operations, condition (financial or otherwise), liabilities, assets, business or prospects of the CheckVision Business; (iii) any material change, as it relates to the Acquired Assets and Acquired Employees in the salary or other compensation payable or to become payable by or on behalf of Seller to any of its representatives or employees, other than routine increases made in the ordinary course of business, or any change in benefits payable or to become payable to any such person, or any employee hires, recalls, promotions, transfers or personal leaves, except as required by law; or (iv) any agreement by Seller to do any of the things described in the preceding clauses (i) through (iii). (d) Tax Returns and Audits. Except as provided for in Schedule 3.2(d) ---------------------- --------------- hereto, with respect to the CheckVision Business, Seller has filed all Tax returns required by law and has paid all Taxes, assessments and penalties due and payable. (e) Tangible Personal Property. Schedule 3.2(e) hereto is a complete and -------------------------- --------------- accurate list of all Owned Tangible Personal Property. Except as set forth on Schedule 3.2(e) hereto, each item of Owned Tangible Personal Property and each item subject to a Third Party Tangible Personal Property Lease listed in Schedule 2.2(f)(ii) is in good operating condition and repair, subject to normal wear and tear. (f) Accounts Receivable. Schedule 3.2(f) hereto is a complete and ------------------- --------------- accurate schedule of the accounts receivable of the CheckVision Business as of June 30, 2000, prior to adjustments made during the due diligence process as reflected in the CheckVision Business Balance Sheet, together with an accurate aging of these accounts. These accounts receivable are valid receivables subject to no setoffs or counterclaims. (g) Intellectual Property. Schedules 2.2 (b), 2.2(c), 2.2(d) and 2.2(e) --------------------- -------------------------------------------- hereto set forth a true and complete list or description of all Owned Software, Acquired Patents, CONFIDENTIAL COMPUTER SCIENCES CORPORATION 13 Copyrights and Trademarks, Acquired Trade Secrets and Seller's Other Intellectual Property, respectively (collectively, the "Acquired Intellectual Property"). Except as indicated on Schedule 3.2(g) --------------- hereto: (i) As to the Acquired Patents, Copyrights and Trademarks, Seller has not received any notice or claim (whether written, oral or otherwise) challenging the validity or enforceability thereof, and the Acquired Patents, Copyrights and Trademarks are currently in compliance with all legal requirements. (ii) To Seller's knowledge, the inventions disclosed in the Acquired Patents, Copyrights and Trademarks may be practiced by Seller without infringing any patents owned by any other person. (iii) All Acquired Patents, Copyrights and Trademarks that have been registered have been effectively registered in accordance with all applicable legal requirements. (iv) Seller, in consideration of its size and resources, has taken all reasonable steps to protect its rights in and to the Acquired Patents, Copyrights and Trademarks material to the Acquired Assets. (v) All maintenance fees, annuities, and the like due on the Acquired Patents, Copyrights and Trademarks have been timely paid, and the Acquired Patents, Copyrights and Trademarks are not subject to any taxes or other fees except the annuities listed on Schedule -------- 3.2(g) hereto. ------ (vi) Seller has not received any notice or claim (whether written, oral or otherwise) challenging its exclusive and complete ownership of the Acquired Intellectual Property or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto; to Seller's knowledge, none of the Acquired Intellectual Property infringes, violates or conflicts with, or is alleged to infringe, violate or conflict with, any intellectual property right of any third party, and there have been no infringements or alleged infringements by others or, to Seller's knowledge, other adversary proceedings concerning the Acquired Intellectual Property; and no Acquired Patents, Copyrights and Trademarks have been or are now involved in any opposition or cancellation proceeding and, to Seller's knowledge; no such action is threatened with the respect thereto. (vii) The Owned Software does not contain any Materials or Development Environments that embody intellectual property rights of any person other than Seller or one of its subsidiaries, except for such Materials or Development Environments obtained from third parties that have expressly licensed Seller or its subsidiaries to utilize such Materials or Development Environments in the manner they have been utilized. (viii) With the exception of (A) the NCR Agreement, (B) the source code rights in RemitVision and REP granted to Mellon Bank, Wachovia, ABN- CONFIDENTIAL COMPUTER SCIENCES CORPORATION 14 AMRO, and (C) those licenses set forth in the Acquired Contracts, no source code of any Owned Software has been licensed to any person other than Seller or one of its subsidiaries; Seller and its subsidiaries have treated such source code, and the data associated therewith, as confidential and proprietary business information, and have taken all reasonable steps to protect the same. (ix) Except under appropriate confidentiality obligations, there has been no disclosure of any Acquired Trade Secrets by Seller or any of its affiliates. (x) Seller has not granted to any person any right, license or Owned Software licenses, Acquired Patents, Copyrights and Trademarks licenses and Acquired Trade Secret licenses. (h) Year 2000. --------- (i) All computer and networking (data, voice, and management) hardware and equipment (including, without limitation, all processor, peripheral, call/network handling, and network management equipment), all Software, firmware, and all equipment and devices having date- dependent or date-sensitive function or operation material to the business which are included within the Acquired Assets are Year 2000 Compliant (as hereinafter defined). Seller has no liability arising out of, resulting from or related to the failure of the Acquired Assets to be Year 2000 Compliant. (ii) For purposes of this Agreement, an item is "Year 2000 Compliant" if it: (A) supports operation in a continuous date range designated by Seller, which range extends from before to and after January 1, 2000 and which otherwise encompasses a time period and is of a duration reasonably suitable to the uses for which such item is intended (with respect to each item, the "Product Date Range"); (B) will, using any date or sets of dates within the Product Date Range: (1) function normally, without premature program termination or other impairment or degradation of functions or performance, and without need for special processing or manual intervention, and (2) produce expected results (including correct leap year calculations) in doing arithmetic, comparison, sorting, day-of-week, day-of-year, and other date-related manipulations; and (C) either uses four-digit year numbers for all date input and display functions, or, if two-digit or other truncated year representations are used, then the dates will be interpreted according to Convention. CONFIDENTIAL COMPUTER SCIENCES CORPORATION 15 (i) Title to Assets. Seller has good and marketable title to all of the --------------- Acquired Assets, and the Acquired Assets are free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for any of the foregoing disclosed in Schedule -------- 3.2(i) hereto. The delivery to Buyer of the instruments of transfer ------ of ownership contemplated by this Agreement will vest good and marketable title to the Acquired Assets in Buyer, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for any of the foregoing disclosed in Schedule -------- 3.2(i) hereto. ------ (j) Real Property Leases. Seller is not assigning nor transferring any -------------------- Real Property Leases pursuant to this Agreement. (k) Customers and Suppliers. Schedule 3.2(k) hereto is a correct and ----------------------- --------------- current list of all customers and material suppliers of or to the CheckVision Business, together with summaries of the sales and purchases attributable to each during the most recent fiscal year. (l) Labor and Employment Matters. ---------------------------- (i) Schedule 3.2(l) hereto is a true and complete list of all --------------- agreements, plans and arrangements to which Seller is bound and which provide remuneration or benefits to the CheckVision Business Employees, including, without limitation, the following: (A) all employment contracts; (B) all 401(k), pension, welfare and other retirement agreements, plans and arrangements; (C) all bonus, deferred compensation and profit-sharing agreements, plans and arrangements; (D) all severance agreements, plans and arrangements; and (E) all agreements, plans and arrangements under which "fringe benefits" are provided (including, without limitation, vacation plans or programs, sick leave plans or programs and related benefits). With respect to the Acquired Employees, all of such agreements, plans and arrangements (collectively, the "Employee Benefit Plan(s)") are in full force and effect, Seller is not currently in default thereunder, and no event has occurred which through the passage of time or the giving of notice, or both, would constitute a default thereunder or would cause the acceleration of any obligation of Seller thereunder. Seller has previously delivered to Buyer a true and complete copy of each Employee Benefit Plan. CONFIDENTIAL COMPUTER SCIENCES CORPORATION 16 (ii) There is no collective bargaining agreement or other labor agreement to which Seller is a party or by which it is bound that relates to any of the CheckVision Business Employees. With respect to the CheckVision Business and the CheckVision Business Employees, there is no unfair labor practice complaint against Seller pending before the National Labor Relations Board or any other Governmental Entity, or any pending or, to Seller's knowledge, threatened labor dispute. (iii) To Seller's knowledge, with respect to the CheckVision Business and the CheckVision Business Employees, Seller has complied in all material respects with all applicable laws, rules and regulations relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by appropriate Governmental Entities, and has withheld and paid to the appropriate Governmental Entities or is holding for payment not yet due to such Governmental Entities, all amounts required to be withheld from the CheckVision Business Employees, and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing. (iv) With respect to the CheckVision Business Employees, with respect to any of the Employee Benefit Plans under which ongoing vesting will continue after the Closing Date, and with respect to the 401(k) plan included within the Employee Benefit Plans ("Seller's 401(k) Plan"): (A) Each Employee Benefit Plan complies with, and will continue to comply with, the provisions of and has been administered, and will continue to be administered, in compliance with the provisions of ERISA and all other applicable laws. Without limiting the generality of the foregoing, Seller's 401(k) Plan is currently a "qualified plan", and will be so at the time of any distribution, within the meaning of Section 401(a) of the Code; no "prohibited transaction" (as such term is defined in Section 4975 of the Code, or in Part 4 of Subtitle B of Title I of ERISA) has occurred with respect to any Employee Benefit Plan that could result in the imposition of taxes or penalties; and Seller has not failed to make any contribution to, or to make any payment under, any Employee Benefit Plan that it was required to make pursuant to the terms of the plan or pursuant to applicable law. (B) Except as set forth in Schedule 3.2(l) hereto, there is no --------------- pending or, to Seller's knowledge, threatened legal action, proceeding or investigation against or involving any Employee Benefit Plan. (m) Contracts. Schedule 2.2(f)(i) - (x) hereto sets forth a true and --------- ------------------------ complete list of all customer contracts (active and inactive) being acquired, material leases, licenses, contracts, agreements, purchase orders and commitments, written or oral, to which CONFIDENTIAL COMPUTER SCIENCES CORPORATION 17 Seller is a party on the date hereof that relate solely to the Acquired Assets. Except as set forth in Schedule 3.2(m) hereto: --------------- (i) Each Acquired Contract is a valid and binding agreement of Seller, and Seller does not have any knowledge that any of the Acquired Contracts is not a valid and binding agreement of the other parties thereto. (ii) There is no material default, or to Seller's knowledge, event that, with notice or lapse of time or both, would constitute a material default by any party to any of the Acquired Contracts. (iii) Seller has fulfilled all material obligations required pursuant to each Acquired Contract to have been performed by Seller prior to the date hereof, and Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Acquired Contracts which remain to be performed after the date hereof;+ (n) Compliance with Laws. To Seller's knowledge, the CheckVision -------------------- Business as conducted within the past three (3) years has been and is in compliance with, and has not been and is not in violation of, any applicable statute, law, order or regulation of any Governmental Entity, including, without limitation, any applicable building, zoning, safety, environmental protection, or other law, ordinance or regulation affecting properties used in or the operation of the CheckVision Business; and Seller has not received any notice within three (3) years of the date hereof of any such violation. (o) Litigation. Except as set forth in Schedule 3.2(o) hereto, there is ---------- --------------- no pending, or to the knowledge of Seller, threatened, Action or investigation by any Governmental Entity against Seller that affects the Acquired Assets, or the business, assets, liabilities, operations, condition (financial or otherwise) or prospects of CheckVision Business. Seller has furnished or made available to Buyer copies of all relevant court papers and other documents relating to the matters set forth in Schedule 3.2(o) hereto. Seller is not in --------------- default with respect to any federal, state, local or foreign court, department, agency or instrumentality. Except as set forth in Schedule 3.2(o) hereto, Seller is not presently engaged in any legal --------------- action to recover moneys due to it or damages sustained by it. (p) Interest in Customers, Suppliers and Competitors. Except as set ------------------------------------------------ forth on Schedule 3.2(p) hereto, Seller has no direct or indirect interest in any competitor, supplier or customer of or to the CheckVision Business, or in any other person with whom Seller is doing business as it relates to the CheckVision Business. (q) Bank Accounts. Schedule 3.2(q) hereto lists the names of all banks ------------- --------------- and financial institutions in which the CheckVision Business has an account, deposit, or safe deposit box, with the names of all persons authorized to draw on these accounts or deposits or having access to these boxes. CONFIDENTIAL COMPUTER SCIENCES CORPORATION 18 (r) Environmental Matters. Except as set forth on Schedule 3.2(r) --------------------- --------------- hereto, with respect to Acquired Assets: (i) Seller is in material compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment, including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata (collectively, "Environmental Laws"), which compliance includes, without limitation, the possession of all material permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) to the knowledge of Seller, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future as the CheckVision Business is presently conducted; and (iii) there are no Actions, demands or notices by any person or entity alleging liability under or non-compliance with any Environmental Law pending or, to the knowledge of Seller, threatened against Seller. (s) Insurance. Schedule 3.2(s) hereto sets forth a true and correct list --------- --------------- of (i) all insurance policies of any nature whatsoever currently maintained by Seller with respect to the CheckVision Business or Acquired Assets, and (ii) with respect to each such policy, the insurer, the policy limits, the expiration date, the annual premiums and a description of the type of coverage. All such policies are in full force and effect and will continue in full force and effect through the Closing. All premiums are paid and current, including deposits required to be made. (t) Powers of Attorney. Except as set forth on Schedule 3.2(t) hereto, ------------------ --------------- Seller has not given any power of attorney (irrevocable or otherwise) to any person or entity for any purpose relating to the Acquired Assets, other than powers of attorney given to Governmental Entities in connection with routine qualifications to do business. (u) Governmental Licenses. Schedule 3.2(u) hereto contains a true and --------------------- --------------- complete list of all Governmental Licenses. (v) Retention Plan. Seller shall have the Retention Plan (as described --------------- below) in place on the Closing Date and at all times during the period between the Closing Date and one year thereafter. (w) Infrastructure. Schedule 3.2(w) contains a materially complete and --------------- --------------- accurate list of all software, hardware and other infrastructure components that are not conveyed hereunder and that are to be procured by Buyer from other sources and, in combination with the Acquired Assets, are necessary to carry on the CheckVision Business in substantially the same manner as conducted immediately prior to the Closing Date. CONFIDENTIAL COMPUTER SCIENCES CORPORATION 19 3.3 Buyer's Representations and Warranties. Buyer hereby represents and -------------------------------------- warrants to Seller the following: (a) Organization and Existence. Buyer is a corporation, duly organized, -------------------------- validly existing, and in good standing under the laws of Nevada. (b) Power and Authority. Buyer has full corporate power and authority ------------------- under its charter and bylaws to execute, deliver and perform this Agreement. (c) Authorization. The execution, delivery and performance of this ------------- Agreement has been duly authorized by all requisite corporate actions on the part of Buyer, and the representatives of Buyer who have executed this Agreement have been duly authorized to do so by Buyer. (d) Binding Effect. This Agreement is a valid, binding and legal -------------- obligation of Buyer. (e) No Violation. Neither the execution and delivery of this Agreement ------------ by Buyer nor Buyer's full performance of its obligations hereunder will violate or breach, or otherwise constitute or give rise to a default under or conflict with (i) Buyer's charter or bylaws, (ii) any contract, commitment or other obligation to which the Buyer is a party, (iii) any judgment, decree, order or award of any Governmental Entity or arbitrator, or (iv) any law, rule or regulation applicable to Buyer. (f) Regulatory Approvals. All consents, approvals, authorizations and -------------------- other requirements prescribed by any law, rule or regulation which must be obtained or satisfied by Buyer and which are necessary for the execution and delivery by Buyer of this Agreement and the documents to be executed and delivered by Buyer in connection herewith have been obtained and satisfied. (g) Finders. Buyer has not engaged and is not directly or indirectly ------- obligated to anyone acting as a broker, finder or in any other similar capacity in connection with the purchase of the Acquired Assets. (h) NCR Agreement. Buyer shall comply with the provision Section 8.8 ------------- hereof. (i) Representations and Warranties True and Complete. All representations ------------------------------------------------ and warranties of Buyer in this Agreement are true, accurate and complete in all material respects as of the date hereof, and will be true, accurate and complete in all material respects as of the Closing (as if such representations and warranties were made anew as of the Closing, except with respect to the effect of transactions contemplated or permitted by this Agreement). ARTICLE IV ACTIONS BEFORE CLOSING 4.1 Access. ------ Seller hereby covenants to Buyer that, from the date hereof to the Closing, Seller (i) shall CONFIDENTIAL COMPUTER SCIENCES CORPORATION 20 afford duly authorized representatives of Buyer reasonable access during normal business hours to all CheckVision Business Employees (for the purpose of announcing the transaction and implementing the transition plan) and to all of the assets, properties, books and records of Seller or relating to the CheckVision Business, (ii) shall permit such representatives to make abstracts from, or take copies of, such books, records or other documentation, (iii) shall furnish to such representatives paper and electronic copies of all information regarding the Acquired Assets, and (iv) shall furnish to Buyer such other information concerning Seller and its assets, liabilities or financial condition as Buyer may reasonably request. 4.2 Interim Conduct of the Business. ------------------------------- Seller hereby covenants to Buyer that, from the date hereof to the Closing, Seller shall cause the CheckVision Business to be operated diligently and only in the ordinary and usual course, subject to Buyer's approval of certain transactions pursuant to Section 4.3 hereof. Without limiting the generality of the foregoing, Seller hereby covenants to Buyer that Seller shall: (i) use its commercially reasonable, best efforts to preserve Seller's business relationships with suppliers, customers, employees, creditors and others having business dealings with Seller; (ii) maintain in full force and effect its existing policies of insurance covering Seller, the CheckVision Business or any of the Acquired Assets; and (iii) maintain all Acquired Intellectual Property in substantially the same standing as exists on the date hereof. 4.3 Approval of Certain Transactions. -------------------------------- Seller hereby covenants to Buyer that, from the date hereof to the Closing, insofar as Seller and the CheckVision Business is concerned, Seller shall not do any of the following without the prior written approval of Buyer, which approval shall not be unreasonably withheld: (i) except in the ordinary course of business, enter into any material transaction, or any contract or commitment with respect thereto (including, without limitation, any transfer or encumbrance of any asset, any amendment or termination of any agreement, or any waiver or release of any right or claim); (ii) enter into any contract, commitment or transaction in the ordinary course of business involving an amount exceeding $25,000, individually; (iii) make any change in the salary or other compensation payable or to become payable to any CheckVision Employee, or make any change in such person's employee benefits, except in the ordinary course of business, or make any employee hires, recalls, promotions, transfers, personal leaves (except as required by law) or new employee-related commitments; or (iv) make any capital commitments, whether or not in the ordinary course of CONFIDENTIAL COMPUTER SCIENCES CORPORATION 21 business, in excess of $10,000, individually, or $50,000 in the aggregate, or enter into any leases of capital equipment or property under which the annual lease charge is in excess of $10,000. 4.4 Other Agreements. Seller hereby covenants to Buyer, and Buyer hereby ---------------- covenants to Seller, that between the date hereof and the Closing, the parties shall work in good faith to arrange for the orderly transfer of the CheckVision Business from Seller to Buyer. 4.5 Consents to Assignment. Seller hereby covenants to Buyer that, ---------------------- between the date hereof and the Closing, Seller, with Buyer's assistance, shall obtain, at Seller's expense (except for Buyer's incidental expenses), the consents or approvals (or effective waivers thereof) of assignment or novation as required from those persons, entities or Governmental Entities whose consents or approvals are required for the transfer of the Acquired Assets to Buyer and that are listed on Schedule 4.5, and Seller shall furnish copies of such signed consents and approvals to Buyer at the Closing. 4.6 Property Taxes. All personal property taxes with respect to the -------------- ownership of any of the Acquired Assets shall be pro rated, and Seller shall be responsible for that portion attributable to the period prior to the Closing and Buyer shall be responsible for that portion attributable to the period after the Closing. ARTICLE V CONDITIONS TO OBLIGATIONS OF SELLER ----------------------------------- The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of the following conditions at or before the Closing: 5.1 Representations and Warranties Correct. All representations and -------------------------------------- warranties of Buyer in this Agreement are true, accurate and complete in all material respects as of the date hereof and will be true, accurate and complete in all material respects as of the Closing (as if such representations and warranties were made anew as of the Closing except with respect to the effect of the transactions contemplated or permitted by this Agreement). 5.2 Performance. Buyer shall have performed all of its obligations and ----------- agreements and complied with all of its covenants contained in this Agreement, and shall have delivered all documents, certificates and instruments required to be delivered by it under the terms of this Agreement. Buyer shall deliver to Seller at or before the Closing an officer's certificate of signature and incumbency of the officer executing this Agreement. 5.3 Authority. Buyer shall have taken all corporate actions required to --------- be taken by it in connection with the transactions contemplated by this Agreement. All requisite approvals and authorizations from any Governmental Entity necessary for the consummation of the transactions contemplated hereby shall have been duly issued or granted. 5.4 Litigation. Immediately prior to the Closing, no judgment, ---------- injunction, restraining order or other order issued by a Governmental Entity that prohibits the consummation of the transactions contemplated in this Agreement or that materially and adversely affects the benefits CONFIDENTIAL COMPUTER SCIENCES CORPORATION 22 to be received by Seller as a result of such transactions shall be in effect, and no Action shall be pending or threatened before any Governmental Entity which presents a substantial risk of the issuance of such an order or the obtaining of material damages or other material relief in connection therewith. ARTICLE VI CONDITIONS TO OBLIGATIONS OF BUYER The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of the following conditions at or before the Closing: 6.1 Representations and Warranties Correct. All representations and -------------------------------------- warranties of Seller in this Agreement are true, accurate and complete in all material respects as of the date hereof and will be true, accurate and complete in all material respects as of the Closing (as if such representations and warranties were made anew as of the Closing except with respect to the effect of the transactions contemplated or permitted by this Agreement). 6.2 Performance. Seller shall have performed all of its obligations and ----------- agreements and complied with all of its covenants contained in this Agreement, and shall have delivered to Buyer all documents, certificates and instruments required to be delivered by it under the terms of this Agreement. Seller shall deliver to Buyer an officer's certificate of signature and incumbency of the officer executing this Agreement. 6.3 Authority. Seller shall have taken all corporate actions required to --------- be taken in connection with the transactions contemplated by this Agreement. All requisite approvals and authorizations from any Governmental Entity necessary for the consummation of the transactions contemplated hereby shall have been duly issued or granted. 6.4 Litigation. Immediately prior to the Closing, no judgment, ---------- injunction, restraining order or other order issued by a Governmental Entity that prohibits the consummation of the transactions contemplated in this Agreement or that materially and adversely affects the benefits to be received by Buyer as a result of such transactions shall be in effect, and no Action shall be pending or threatened before any Governmental Entity which presents a substantial risk of the issuance of such an order or the obtaining of material damages or other material relief in connection therewith. 6.5 No Material Adverse Change. During the period from the date of the -------------------------- CheckVision Business Balance Sheet to the Closing (a) there shall not have been any material adverse change in the Acquired Assets or in the operations, condition (financial or otherwise), liabilities, assets, business or prospects of the CheckVision Business, and (b) Seller shall not have sustained any material loss or damage to its assets that materially affects its ability to conduct a material part of its CheckVision Business. 6.6 Retention Program In Place By Seller. Seller shall have instituted on ------------------------------------ Closing Date the stock option plan ("Retention Plan") as described on Schedule 5.6. 6.7 Required Pre-Closing Consents. Seller shall have obtained, at its ----------------------------- expense, all CONFIDENTIAL COMPUTER SCIENCES CORPORATION 23 consents or approvals (or effective waivers, either written or oral, thereof) of assignment or novation as required from those persons or entities whose consents or approvals are required for the transfer of the Acquired Assets to Buyer (collectively, the "Consents") as required in Section 4.5. 6.8 Minimum Pre-Closing Acceptance of Employment Offers. At least eighty --------------------------------------------------- percent (80%) of the Employee Offerees (as defined below) shall have accepted employment with Buyer effective as of the Closing. ARTICLE VII CLOSING 7.1 Closing. Satisfaction of the respective conditions precedent to (a) ------- the obligations of Seller and Buyer and (b) the consummation of the transactions contemplated hereby shall be determined at a closing (the "Closing"), such Closing to take place on or before August 21, 2000 or such other date as the parties mutually agree (the "Closing Date"). The Closing shall be held at a location and time to be agreed upon by the parties. 7.2 Deliveries by Seller to Buyer. At the Closing, or at mutually agreed ----------------------------- to times thereafter, Seller shall deliver to Buyer the following: (a) Acquired Assets. Possession of the Acquired Assets, and all --------------- documents and instruments reasonably required to validly and effectively transfer the Acquired Assets to Buyer (including, without limitation, bills of sale, deeds, licenses, assignments, conveyances, agreements, consents and novations), each of which documents and instruments has been duly executed by Seller. The parties shall mutually agree on a schedule to physically relocate the Acquired Assets after Closing. (b) Officer's Certificates. ---------------------- (i) A certificate, executed by a duly authorized officer of Seller and dated as of the Closing Date, certifying that, as of the Closing, the representations, warranties and covenants of Seller in Article III hereof are true and correct, and the conditions specified in Article VI hereof have been satisfied. (ii) The officer's certificate specified in Section 6.2 hereof. (c) Consents. The Consents, each of which complies with Section 4.5 as -------- of the Closing. (d) Other Documents and Instruments. Such other documents, receipts, ------------------------------- certificates or instruments or transfer as may be reasonably requested by Buyer for the purpose of consummating the transactions contemplated by this Agreement. 7.3 Deliveries by Buyer to Seller. At the Closing, Buyer shall deliver to ----------------------------- Seller the following: CONFIDENTIAL COMPUTER SCIENCES CORPORATION 24 (a) a wire transfer in the amount of the Initial Payment to the account specified by Seller. (b) Assumed Liabilities. An executed and notarized instrument pursuant ------------------- to which Buyer shall assume and become solely responsible for the Assumed Liabilities as of the Closing. (c) Officer's Certificates. ---------------------- (i) A certificate, executed by a duly authorized officer of Buyer and dated as of the Closing Date, certifying that, as of the Closing, the representations, warranties and covenants of Buyer in Article III hereof are true and correct, and the conditions specified in Article V hereof have been satisfied. (ii) The officer's certificate specified in Section 5.2 hereof. (d) Other Documents and Instruments. Such other documents, receipts, ------------------------------- certificates or instruments or transfer as may be reasonably requested by Seller for the purpose of consummating the transactions contemplated by this Agreement. ARTICLE VIII ACTIONS AFTER CLOSING 8.1 Further Assistance. In case at any time after the Closing any ------------------ further action is necessary or desirable to carry out the purposes of this Agreement, each of Buyer and Seller will take such further action (including the execution and delivery of such further instruments and documents) as the other party reasonably may request, at the sole cost and expense of the requesting party (unless the requesting party is entitled to indemnification therefor under Article X below). 8.2 Access to Books and Records. --------------------------- (a) For a period of three (3) years after the Closing Date, Buyer shall retain all books and records in its possession that existed as of the Closing Date and which relate to the CheckVision Business. During such period, Buyer shall afford duly authorized representatives of Seller free and full access to all such Acquired Books and Records and shall permit such representatives to make abstracts from, or to take copies of any such records, or to obtain temporary possession of any such books and records as may be reasonably required by Seller. (b) For a period of five (5) years after the Closing Date, Seller shall retain all books and records in its possession which existed as of the Closing Date and which relate to the CheckVision Business (other than the books and records, which Seller shall deliver to Buyer at the Closing). During such period, Seller shall afford duly authorized representatives of Buyer free and full access to all such books and records and shall permit such representatives to make abstracts from, or to take CONFIDENTIAL COMPUTER SCIENCES CORPORATION 25 copies of any such records, or to obtain temporary possession of any such books and records as may be reasonably required by Buyer. 8.3 Access to Former Employees. For a period of five (5) years after the -------------------------- Closing Date, Buyer shall make available to Seller Acquired Employees whose assistance Seller may reasonably require in connection with the defense of any Action involving Seller which relates to the conduct of the CheckVision Business prior to the Closing. Seller shall pay or reimburse Buyer for all reasonable expenses incurred by such Acquired Employees, respectively, in connection therewith, including, without limitation, expenses for travel, lodging and meals. 8.4 Seller's Covenant Not to Compete. Seller hereby covenants to Buyer -------------------------------- that Seller shall not, and shall cause each of its affiliates not to, prior to the second anniversary of the Closing Date, engage in the business of making or offering for sale check imaging applications or solutions in the commercial banking and financial market (collectively, the "Prohibited Business"); provided, however, that this covenant shall not prohibit or restrict Seller or any member of the Alysis, its subsidiaries or affiliates: (a) from selling to the commercial banking and financial market its WorkOut/(R) / products, included but not limited to, those products that present electronic statements, bill and/or invoices over the internet, which products may or may not have links to check imaging application solutions; (b) continuing in those lines of business, other than the Prohibited Business, in which it is currently engaged; or (c) making equity investments of less than five (5) percent in any person or entity, whether or not such person or entity is engaged in the Prohibited Business. 8.5 Responsibility. Except as otherwise provided in this Agreement: -------------- (a) Seller shall be solely responsible for all liabilities and obligations (other than the Assumed Liabilities) to the extent arising out of, resulting from or relating to the operation of the CheckVision Business prior to the Closing; and (b) Buyer shall be solely responsible for the Assumed Liabilities and for all liabilities and obligations to the extent arising out of, resulting from or relating to the operation of the CheckVision Business after the Closing. 8.6 Use of Names. ------------ (a) Seller shall not, and shall cause each of its affiliates not to, use or employ in any manner the name "CheckVision", "CheckVision Business", "REP", "LoanVision", "WorkVision" or "RemitVision" after the Closing. (b) Buyer shall be entitled to use or employ in any manner the name "CheckVision", "CheckVision Business", "REP", "LoanVision", "WorkVision" or "RemitVision" after the Closing. CONFIDENTIAL COMPUTER SCIENCES CORPORATION 26 8.7 NCR Agreement. ------------- (a) Buyer covenants that from the Closing Date until a date four (4) years after the Closing Date it will use its reasonable best efforts to maintain the NCR Agreement in full force and effect. Provided, however, that if Buyer, during such four (4) year period, desires to terminate the NCR Agreement, Buyer shall notify Seller in writing and Seller shall have the option, exercisable by written notice within thirty (30) days after receipt of Buyer's notice, to take assignment of the NCR Agreement and administer such NCR Agreement in the manner described herein (e.g. distribute the royalties in the percentage described and maintain such agreement). If Buyer fails to exercise such right to take assignment of the NCR Agreement, Seller may terminate such agreement at its discretion. As long as the NCR Agreement is in effect, (and provided that Seller has not taken such agreement back as described above), Buyer shall manage and monitor the NCR relationship, comply with all material provisions of the NCR Agreement, and collect all royalties due thereunder. (b) For a period ending four (4) years after the Closing Date, Buyer covenants that it shall obtain Seller's approval prior to amending any material provision of the NCR Agreement. Thereafter, Buyer will consult with Seller prior to amending any material provisions of the NCR Agreement. (c) Buyer covenants that it shall provide Seller with a copy of each royalty report due under the NCR Agreement and that it shall remit Seller's seventy-five percent (75%), less the administrative charge set forth in Section 2.11 within fifteen (15) days of receipt. 8.8 Retention Program. Seller shall have kept the stock option plan ----------------- ("Retention Plan") as described on Schedule 6.6 in existence from the Closing Date until one (1) year after the Closing Date. 8.9 Notification of Change of Employment Status. To enable to Seller to ------------------------------------------- administer the stock option plan describe in Schedule 6.6, Buyer shall notify Seller of the termination of employment of any Acquired Employee. CONFIDENTIAL COMPUTER SCIENCES CORPORATION 27 ARTICLE IX EMPLOYEES 9.1 Employment of CheckVision Business Employees. -------------------------------------------- (a) Buyer shall offer employment to the CheckVision Business employees listed in Schedule 9.1(a) ("CheckVision Business Employees"). CheckVision Business Employees who are offered employment pursuant to this Section shall be referred to as "Employee Offerees". CheckVision Business Employees who accept this offer are referred to in this Agreement as "Acquired Employees." With respect to any CheckVision Business Employee who on the Closing Date is in a leave status, including without limitation on medical, disability, industrial or sick leave, such employee shall remain an employee of Seller until the first day that such employee actually returns to work, with physician's release or other appropriate documentation stating that such employee may resume his or her prior work schedule, and upon such return shall be eligible to accept Buyer's offer of employment, effective that day, so long as such return date is within six (6) months after the Closing Date. If such return date is not within such period, then Buyer shall have no obligation to accept such employee as an Acquired Employee hereunder. (b) Except as otherwise specifically provided in this Article IX, Seller shall remain responsible for all CheckVision Business Employee- related liabilities as of the Closing and for all CheckVision Business Employees other than the Acquired Employees. (c) During the one-year period following the Closing Date, Seller shall not, and shall cause each of its affiliates not to, without Buyer's prior written consent, employ or solicit for employment any Employee Offerees. (d) During the six-month period following the Closing Date, Buyer shall not, and shall cause each of its affiliates not to, without Seller's prior written consent, employ or solicit for employment any of Seller's employees (other than Acquired Employees) whose employment with Seller has terminated within the preceding six (6) months. (e) Seller will cooperate with Buyer in the administration of the employment of Employee Offerees that are not U.S. citizens including allowing such employees to remain in the employment of Seller or be secunded to Seller with reimbursement of employment expenses for employees with H1-B visa issues or other immigration issues. 9.2 Workers' Compensation. Seller shall bear the entire cost and expense --------------------- of all workers' compensation, employer's liability or similar claims to the extent arising out of injuries sustained by Acquired Employees on or before the Closing. Buyer shall bear the entire cost and expense of all workers' compensation, employer's liability or similar claims to the extent arising out of injuries sustained by Acquired Employees after the Closing. CONFIDENTIAL COMPUTER SCIENCES CORPORATION 28 9.3 Subsequent Termination and Layoffs. ---------------------------------- (a) In any termination or layoff by Buyer of any Acquired Employees after the Closing, Buyer shall be responsible for compliance with the Worker Adjustment and Retraining Notification Act of 1988, as amended. (b) Buyer shall be solely responsible for any severance expenses payable to Acquired Employees as a result of any termination or layoff after the Closing. 9.4 Employee Benefits. ----------------- (a) Seller shall retain all liability and responsibility for benefits under all pension, welfare, retirement, deferred compensation and other employee benefit plans in which any Acquired Employee participated prior to the Closing. No Acquired Employee shall be eligible to make contributions to such plans with respect to compensation earned on or after the Closing Date. (b) With respect to each Acquired Employee, Buyer shall count any period of employment with Seller for purposes of meeting the eligibility requirement, but not for purposes of vesting or for benefit accrual, under the defined benefit pension plan maintained by Buyer for which the Acquired Employee otherwise meets applicable eligibility requirements. (c) As of the Closing Date and without any waiting period, Buyer shall arrange for all Acquired Employees who were covered under Seller's indemnity medical plan immediately prior to the Closing Date to be eligible to enroll for benefits under Buyer's indemnity medical plan, subject to eligibility provisions of that plan; provided, however, that coverage under the Seller's plan will apply toward satisfaction of the pre-existing condition limitations under Buyer's plan; and provided, further, however, that any out of pocket and/or deductible amounts paid in the 2000 calendar year by any Acquired Employee or covered dependent(s) shall be applied toward any deductible required by, or out-of-pocket limits that apply under, Buyer's medical plan for the 2000 calendar year. For Acquired Employees or covered family member(s) being treated for a health condition at the time of the Closing, a copy of the certificate(s) of creditable coverage provided to the Acquired Employee must be given to Buyer in order for Buyer to determine the extent to which the pre-existing conditions limitations have been satisfied. (d) As of the Closing Date and without any waiting period, Buyer shall arrange for all Acquired Employees who were covered under Seller's indemnity dental plan immediately prior to the Closing Date to be eligible to enroll for benefits under Buyer's indemnity dental plan, subject to eligibility provisions of that plan; provided, however, that coverage under the Seller's plan will apply toward satisfaction of the pre-existing condition limitations under Buyer's plan; and provided, further, however, that any Acquired Employee or covered dependent(s) who have already commenced to receive orthodontic benefits under Seller's dental plans on the Closing Date shall receive the same orthodontic benefits from Buyer CONFIDENTIAL COMPUTER SCIENCES CORPORATION 29 as would have been available under Seller's dental plan; and provided, further, however, that any deductible amounts paid in the 2000 calendar year by any Acquired Employee or covered dependent(s) shall be applied toward any deductible required by, or that applies under, Buyer's dental plan for the 2000 calendar year. For Acquired Employees or covered family member(s) being treated for a dental condition at the time of the Closing, a copy of the certificate(s) of creditable coverage provided to the Acquired Employee must be given to Buyer in order for Buyer to determine the extent to which the pre-existing conditions limitations have been satisfied. (e) The Acquired Employees shall be eligible to participate in all of Buyer's benefit plans that are normally and customarily offered to newly-hired employees of Buyer, with the exceptions as called for in this Section 8.4. (f) Buyer shall count any period of employment with Seller for purposes of meeting the vesting requirement under the applicable defined contribution pension plan maintained by Buyer. Seller has determined that the Acquired Employees who are participants in Seller's 401(k) Plan are eligible to receive distributions therefrom pursuant to Section 401(k)(10)(A)(ii) of the Code. (g) As of the Closing Date and without any waiting period, Buyer shall arrange for all Acquired Employees who were covered under Seller's long-term disability plan immediately prior to the Closing Date to be eligible to enroll for benefits under Buyer's long-term disability plan, subject to the eligibility provisions of that plan; provided, however, that coverage under Seller's plan will apply toward satisfaction of the pre-existing condition limitations under Buyer's plan. 9.5 Vacation, Holiday and Bonus Accruals. As of the Closing, Buyer shall ------------------------------------ be responsible for the obligations of Seller to the Acquired Employees for all vacation, holiday and bonus obligations, if any, of Seller accrued through the Closing and reflected on the CheckVision Business Closing Balance Sheet and for sick leave matters as reflected in Section 2.7(e). ARTICLE X INDEMNIFICATION 10.1 Indemnification of Buyer. Subject to the limitation set forth in ------------------------ Section 10.4 hereof, Seller (in such capacity, the "Indemnifying Party") shall indemnify, defend and hold harmless Buyer and each of its affiliates, and each of its respective directors, officers, employees, agents and representatives (each of which is, in such capacity, an "Indemnified Party"), against and in respect of any and all claims, demands, actions, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, amounts paid in settlement, reasonable attorneys' fees, costs of investigation and remediation, costs of investigative, judicial or administrative proceedings or appeals therefrom, and costs of attachment or similar bonds (collectively, "Losses") asserted against, imposed upon or incurred by the Indemnified Party, that arise out of, result from or relate to: CONFIDENTIAL COMPUTER SCIENCES CORPORATION 30 (a) any breach by Seller of any representation, warranty, covenant, obligation or undertaking in this Agreement, including any schedule or exhibit hereto or any certificate or affidavit delivered pursuant hereto; (b) any liabilities or obligations (other than the Assumed Liabilities) to the extent arising out of, resulting from or relating to the operation of the CheckVision Business prior to the Closing; (c) the Excluded Liabilities; (d) the failure of Buyer to collect the accounts receivable reflected on the CheckVision Business Closing Balance Sheet, within two hundred (240) days after the due date of such accounts receivable, at their full amount less any reserves for doubtful accounts reflected on the Closing Balance Sheets, as finally determined, provided, however, that if Buyer shall collect any amounts with respect to such accounts receivable after having made a claim hereunder and having received payment therefor from Seller, then Buyer shall immediately remit such amounts to Seller; (e) except with respect to accounts receivable (which are covered under clause (d) above), the failure of the CheckVision Business Closing Balance Sheet fairly to present the book values of the Acquired Assets and Assumed Liabilities, determined in accordance with Section 2.8 hereof, (for example, the failure to include an account payable, or the inclusion of an asset that was not transferred; or (f) (i) any Tax payable by Seller or any of its affiliates, (ii) any deficiencies in any Tax payable by or on behalf of Seller or any of its affiliates, or by Buyer in respect of the CheckVision Business, in each case with respect to any period ending on or prior to the Closing, and (iii) a pro rata share of any other Taxes that may be payable by Buyer with respect to the operation of the CheckVision Business or the Ownership of the Acquired Assets (other than Buyer's income or franchise taxes) for periods commencing prior to and ending after the Closing Date (whether or not assessed prior to the Closing Date). 10.2 Indemnification of Seller. Subject to the limitation set forth in ------------------------- Section 10.4 hereof, Buyer (in such capacity, the "Indemnifying Party") shall indemnify, defend and hold harmless Seller and each of its affiliates, and each of their respective directors, officers, employees, agents and representatives (each of which is, in such capacity, an "Indemnified Party"), against and in respect of any and all Losses asserted against, imposed upon or incurred by the Indemnified Party, that arise out of, result from or relate to: (a) any breach by Buyer of any representation, warranty, covenant, obligation or undertaking in this Agreement, including any schedule or exhibit hereto or any certificate or affidavit delivered pursuant hereto; CONFIDENTIAL COMPUTER SCIENCES CORPORATION 31 (b) any liabilities or obligations to the extent arising out of, resulting from or relating to the operation of the CheckVision Business after the Closing; (c) the Assumed Liabilities; or (d) (i) a pro rata share of any Taxes that may be payable by Seller with respect to the operation of the CheckVision Business or the ownership of the Acquired Assets (other than Seller's income or franchise taxes) for periods commencing prior to and ending after the Closing Date (whether or not assessed prior to the Closing Date), or (ii) any transfer, sale, stamp, use or any other taxes which may result from the transfer of the Acquired Assets from Seller to Buyer. 10.3 Claims. The Indemnified Party shall provide reasonable notice to ------ the Indemnifying Party of the existence of any claim, demand or other matter to which the Indemnifying Party's indemnification obligations would apply, and shall give it a reasonable opportunity to defend the same at its own expense and with counsel of its own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense at its own expense. If the Indemnifying Party shall, within a reasonable time after this notice, fail to defend, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle, the claim or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. If the claim is one that cannot by its nature be defended solely by the Indemnifying Party then the Indemnified Party shall make available all information and assistance that the Indemnifying Party may reasonably request. 10.4 Limitation Periods. Except as otherwise provided in this Agreement, ------------------ no Action or claim for Losses pursuant to this Article X (an "Indemnity Claim") may be brought or made unless such Indemnity Claim has been specified in reasonable detail in a written notice delivered to the Indemnifying Party: (a) within one (1) year after the Closing Date for all Indemnity Claims based on Section 10.1(d) (Accounts Receivable); and (b) within three (3) years after the Closing Date for all other Indemnity Claims; except that no limitation period shall apply to Indemnity Claims based on: (x) Sections 10.1(f) or 10.2(d) (Taxes); or (y) breach of the representations, warranties or covenants in Sections 3.2(d) or 3.3(d) (Tax Returns and Audits), Sections 3.2(i) or 3.3(i) (Title to Acquired Assets), or Sections 3.2(r) or 3.3(r) (Environmental Matters). 10.5 Maximum Liability. The maximum aggregate liability of Seller ----------------- pursuant to this Article X, and the maximum aggregate liability of Buyer pursuant to this Article X, determined as the aggregate amount of all amounts paid or payable with CONFIDENTIAL COMPUTER SCIENCES CORPORATION 32 respect to Indemnity Claims, shall be limited to the Purchase Price (the "Maximum Liability"). 10.6 Indemnity Claims Baskets. ------------------------ (a) Indemnification of Buyer. Excluding Seller's obligation under ------------------------ Sections 10.1(d) and 10.1 (f), the Seller's obligation to indemnify the Buyer for any Indemnity Claims pursuant to Section 10.1 for a breach of representation, warranty or covenant shall not be effective until, and then only to the extent that, the aggregate amount of all such Indemnity Claims for which the Seller is liable to the Buyer under Section 10.2 exceeds fifteen thousand dollars ($15,000) (the "Deductible Amount"). The Buyer shall be entitled to indemnification for the total amount of Indemnity Claims suffered by it in excess of the Deductible Amount, subject to Section 10.5. (b) Indemnification of Seller. The Buyer's obligation to indemnify the ------------------------- Seller for any Indemnity Claims pursuant to Section 10.2 for a breach of representation or warranty shall not be effective until, and then only to the extent that, the aggregate amount of all such Indemnity Claims for which the Buyer is liable to the Seller under Section 10.2 exceeds the Deductible Amount. The Seller shall be entitled to indemnification for the total amount of Indemnity Claims suffered by it in excess of the Deductible Amount, up to an amount equal to the Purchase Price. ARTICLE XI ---------- MISCELLANEOUS 11.1 Amendment. This Agreement may be amended at any time, but only by --------- written instrument executed by an officer of each of the parties. 11.2 Waiver. Any party may at any time waive compliance by any other ------ party with any covenants or conditions contained in this Agreement but only by written instrument executed by an officer of the party waiving such compliance. No such waiver, however, shall be deemed to constitute the waiver of any such covenant or condition in any other circumstance or the waiver of any other covenant or condition. 11.3 Assignment. This Agreement shall not be assignable by any party ---------- hereto without the prior written consent of each other party, which consent shall not be unreasonably withheld. All of the terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Nothing herein shall be deemed to confer any benefit upon any third party. 11.4 Expenses. Seller and Buyer shall each be responsible for and shall -------- each pay all of its own legal, accounting and other transactional fees and expenses incurred in the negotiation and preparation of this Agreement. If this Agreement is terminated for any reason whatsoever, Seller and Buyer shall each bear its respective legal, accounting and other expenses. CONFIDENTIAL COMPUTER SCIENCES CORPORATION 33 11.5 Notices. All notices and other communications hereunder shall be in ------- writing and shall be delivered or mailed by registered or certified first class mail, postage prepaid, addressed to a party hereto (with a copy to such party's counsel) at the respective addresses set forth below: If to Buyer, to: Computer Sciences Corporation 2100 East Grand Avenue El Segundo, California 90245 Attn: Vice President, Corporate Development with a required copy to: Computer Sciences Corporation 2100 East Grand Avenue El Segundo, California 90245 Attn: Vice President, General Counsel and Secretary If to Seller, to: Alysis Technologies, Inc. 1900 Powell Street, Suite 500 Emeryville, California 94608 Attn: President with a required copy to: Alysis Technologies, Inc. 1900 Powell Street, Suite 500 Emeryville, California 94608 Attn: Vice President and General Counsel Any notice so given shall be conclusively deemed to have been given and received and to be effective when so personally delivered or three (3) days after having been delivered to an overnight courier. 11.6 Taxes. Buyer shall be responsible for any transfer, sale, stamp, ----- use or any other taxes which may result from the transfer of the Acquired Assets from Seller to Buyer. 11.7 Publicity. All notices to third parties and all other publicity --------- concerning the subject matter of this Agreement shall be jointly planned and coordinated by and between Seller and Buyer with the exception of those required public disclosures. 11.8 Interpretation. The titles of the Articles, sections and Schedules -------------- of this Agreement have been included herein for the convenience of reference only and shall not be deemed to affect the meaning of the operative provisions of this Agreement. Where a statement contained in this Agreement is said to be to the "knowledge" of a designated party or parties, such expression means and is limited to the actual knowledge of management employees of the designated party or parties. 11.9 Severability. In case any one or more of the provisions of this ------------ Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this CONFIDENTIAL COMPUTER SCIENCES CORPORATION 34 Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. 11.10 Further Assurances. Subject to the terms and conditions of this ------------------ Agreement, each of the parties hereto shall use all reasonable efforts to cause the transactions contemplated hereby to occur with all reasonable dispatch, and no party shall undertake any course of action inconsistent with such intended result. 11.11 Choice of Law. This Agreement shall be construed and enforced in ------------- accordance with and governed by the laws of the State of California. 11.12 Entire Agreement. This Agreement supersedes all prior agreements ---------------- and understandings relating to the subject matter hereof. This Agreement constitutes the entire agreement between the parties, and there are no other agreements or commitments except as set forth herein. 11.13 Counterparts. This Agreement may be executed simultaneously in ------------ several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 11.14 Time. Time shall be of the essence in this Agreement. ---- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. ALYSIS TECHNOLOGIES, INC. By /s/ David R. Bankhead --------------------------- Name: Title: COMPUTER SCIENCES CORPORATION By ___________________________ Name: Title: CONFIDENTIAL COMPUTER SCIENCES CORPORATION 35 Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. 11.10 Further Assurances. Subject to the terms and conditions of this ------------------ Agreement, each of the parties hereto shall use all reasonable efforts to cause the transactions contemplated hereby to occur with all reasonable dispatch, and no party shall undertake any course of action inconsistent with such intended result. 11.11 Choice of Law. This Agreement shall be construed and enforced in ------------- accordance with and governed by the laws of the State of California. 11.12 Entire Agreement. This Agreement supersedes all prior agreements ---------------- and understandings relating to the subject matter hereof. This Agreement constitutes the entire agreement between the parties, and there are no other agreements or commitments except as set forth herein. 11.13 Counterparts. This Agreement may be executed simultaneously in ------------ several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 11.14 Time. Time shall be of the essence in this Agreement. ---- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. ALYSIS TECHNOLOGIES, INC. By /s/ David R. Bankhead ------------------------- Name: David R. Bankhead Title: Vice President and CFO COMPUTER SCIENCES CORPORATION By /s/ Paul T. Tucker ------------------------- Name: Paul T. Tucker Title: Vice President, Corporate Development CONFIDENTIAL COMPUTER SCIENCES CORPORATION Page 35 of 34 LIST OF SCHEDULES The following is a list of Schedules attached hereto and made a part hereof. The titles of the Schedules are for reference convenience only and the specific provision of the Agreement should be reviewed to determine the proper contents of such Schedules. - ------------------------------------------------------------------------------- Schedule Number Schedule Title - ------------------------------------------------------------------------------- Schedule 1.1(lll) WorkVision Software License - ------------------------------------------------------------------------------- Schedule 2.2(b) Owned Software - ------------------------------------------------------------------------------- Schedule 2.2(c) Acquired Patents, Copyrights and Trademarks - ------------------------------------------------------------------------------- Schedule 2.2(d) Acquired Trade Secrets - ------------------------------------------------------------------------------- Schedule 2.2(e) Seller's Other Intellectual Property - ------------------------------------------------------------------------------- Schedule 2.2(f) Contracts - ------------------------------------------------------------------------------- Schedule 2.2(f)(i) Owned Tangible Personal Property Leases - ------------------------------------------------------------------------------- Schedule 2.2(f)(ii) Third Party Tangible Personal Property Leases - ------------------------------------------------------------------------------- Schedule 2.2(f)(iii) Owned Software Licenses - ------------------------------------------------------------------------------- Schedule 2.2(f)(iv) Third Party Software Licenses - ------------------------------------------------------------------------------- Schedule 2.2(f)(v) Patent and Copyright Licenses - ------------------------------------------------------------------------------- Schedule 2.2(f)(vi) Other Intellectual Property Licenses - ------------------------------------------------------------------------------- Schedule 2.2(f)(vii) Customer Agreements - ------------------------------------------------------------------------------- Schedule 2.2(f)(viii) Third Party Service Agreements - ------------------------------------------------------------------------------- Schedule 2.2(f)(ix) Real Property Leases - ------------------------------------------------------------------------------- Schedule 2.2(f)(x) Other Agreements - ------------------------------------------------------------------------------- Schedule 2.2(g) Contract Proposals - ------------------------------------------------------------------------------- Schedule 2.3 Shared Assets - ------------------------------------------------------------------------------- Schedule 2.6 Allocation of Purchase Price - ------------------------------------------------------------------------------- Schedule 3.2(a)(i) CheckVision Business Balance Sheet - ------------------------------------------------------------------------------- Schedule 3.2(a)(ii) CheckVision Business Adjusted Balance Sheet - ------------------------------------------------------------------------------- Schedule 3.2(c) Specified Changes - ------------------------------------------------------------------------------- Schedule 3.2(d) Exceptions to Tax Returns and Audits - ------------------------------------------------------------------------------- Schedule 3.2(e) Owned Tangible Personal Property - ------------------------------------------------------------------------------- Schedule 3.2(f) Accounts Receivable as of June 30, 2000, Aged - ------------------------------------------------------------------------------- Schedule 3.2(g) Intellectual Property Exceptions - ------------------------------------------------------------------------------- Schedule 3.2(i) Acquired Assets Title Exceptions - ------------------------------------------------------------------------------- Schedule 3.2(k) Current List of Customers and Suppliers with Sales and Purchases During Last Fiscal Year - ------------------------------------------------------------------------------- Schedule 3.2(l) Agreements, Plans and Arrangements Relating to Acquired CheckVision Business Employees - ------------------------------------------------------------------------------- Schedule 3.2(m) Contract Exceptions - ------------------------------------------------------------------------------- Schedule 3.2(o) Actions - ------------------------------------------------------------------------------- Schedule 3.2(p) Interest In Other Companies - ------------------------------------------------------------------------------- Schedule 3.2(q) Bank Accounts - ------------------------------------------------------------------------------- CONFIDENTIAL COMPUTER SCIENCES CORPORATION 36 - ------------------------------------------------------------------------------- Schedule 3.2(r) Environmental Matters - ------------------------------------------------------------------------------- Schedule 3.2(s) Insurance Policies - ------------------------------------------------------------------------------- Schedule 3.2(t) Powers of Attorney - ------------------------------------------------------------------------------- Schedule 3.2(u) Government Licenses - ------------------------------------------------------------------------------- Schedule 3.2(w) Infrastructure - ------------------------------------------------------------------------------- Schedule 4.5 Required Consents - ------------------------------------------------------------------------------- Schedule 5.6 Retention Plan - ------------------------------------------------------------------------------- Schedule 9.1(a) Employee Offerees - ------------------------------------------------------------------------------- CONFIDENTIAL COMPUTER SCIENCES CORPORATION 37 SCHEDULES Schedule 1.1(lll) WorkVision Software License Terms The license granted to Buyer to the WorkVision software shall be a source and object code license together with all relevant documentation on whatever media. The license shall be perpetual, irrevocable and transferrable in connection with the sale by Buyer of a material part of the CheckVision business. Buyer may modify the WorkVision software and prepare derivative works of such software. Such modifications and derivative works shall be the exclusive property of Buyer. Except as described in this Schedule, the license granted hereunder shall be unrestricted. Schedule 2.2(b) Owned Software The following software, exclusive of the third party software listed on Schedule 2.2(f)(iv) is owned by Seller. CheckVision REP RemitVision WorkVision/1/ ______________________________ /1/ Only the license in Section 1.1(lll) is being sold under this Agreement. Schedule 2.2(c) Acquired Patents, Copyrights and Trademarks Trademark CHECKVISION Reg. No. 1,886,558 Registered Mar. 28, 1995 Trademark CHECKVISION INQUIRY Reg. No. 2,056,149 Registered Apr. 22, 1997 Trademark REMITVISION Reg. No. 2,056,148 Registered Apr. 22, 1997 Trademark WORKVISION Reg. No. 2,091,647 Registered Aug. 26, 1997 Trademark WORKHORSE Reg. No. 2,091,645 Registered Aug. 26, 1997 Trademark WORKSTORE Reg. No. 2,091,646 Registered Aug. 26, 1997 Schedule 2.2(d) Acquired Trade Secrets None other than those included in software listed in Schedule 2.2(b). Schedule 2.2(e) Seller's Other Intellectual Property None Schedule 2.2(f) Contracts Schedule 2.2(f)(i) Owned Tangible Personal Property Leases Seller does not own personal property that it has leased to any third party. Schedule 2.2(f)(ii) Third Party Tangible Personal Property Leases Fixed Assets - Leased
Schedule 2.2(f)(iii) Owned Software Licenses Seller, in the normal course of its business, licenses its Owned Software to third parties. The licenses acquired under this Agreement are set forth in Schedule 2.2(f)(vii). Schedule 2.2(f)(iv) Third Party Software Licenses To the best of Seller's knowledge, the software listed herein are the third party software licenses necessary for use in the development and implementation and support of the Owned Software for the contracts listed in Section 2.2(f)(vii). As agreed, the licenses, to the extent possible, will be transferred to Buyer. Where the license was not transferable, they shall be deemed to be included in the term "Excluded Assets". Excluded Assets fall into two (2) categories: 1. Customer provided software 2. Software to be procured by Seller (some of which includes freeware)
53
54 Schedule 2.2(f)(v) Acquired Assets Patent and Copyright Licenses Seller has no patents included in Acquired Assets. Included in Acquired Assets are any of Seller's common law copyrights in the Owned Software. Schedule 2.2(f)(vi) Other Intellectual Property Licenses Only third party licenses listed in Schedule 2.2(f)(iv) are being sold under this Agreement. Schedule 2.2(f)(vii) Customer Agreements This Schedule lists the Purchase Schedules being transferred with the Master Agreements. These Purchase Schedules are a mixture of work that is in progress, work that been completed, or work that has been terminated.
Schedule 2.2(f)(viii) Third Party Service Agreements No service agreements are being sold under this Agreement. Schedule 2.2(f)(ix) Real Property Leases There are no real property leases being sold under this Agreement. Schedule 2.2(f)(x) Other Agreements NCR Global Strategic Alliance Agreement Schedule 2.2(g) Contract Proposals Buyer has the following outstanding proposals: Fiserv - Chicago (Northern Trust) Software and services - $1,199,000 (at list price) Hardware estimate - $1,837,435 (at list price) This is a CV 7.0 system for Fiserv's Chicago data center. Client has a CV 4.0 system. It will be used to service Northern Trust and other regional banks. Primary competition is from Fiserv's ImageSoft division. Client prefers that we source all hardware. KeyCorp Software and services - $606,000 (discounted) Hardware estimate - $272,340 (at list price) This is a CV 7.0 system. Client has a CV 4.0 system. It will be used to service cash management customers. While there is no direct competition for this system, the proposal is being carefully scrutinized by the IT organization that is developing an enterprise archive strategy. Client prefers to source hardware themselves. We expect a decision in September. In addition, Buyer has outstanding budgetary estimates to several customers. The material outstanding budgetary estimates are: Citibank - Bank Card Extension Software and services - $800,000 Expansion of existing CV 7.0 system to integrate images of bank card transactions captured from Banctec's remittance systems. Citibank - ARP CD Software and services - $260,000 Expansion of existing CV 7.0 system to add ARP CD application. Schedule 2.3 The Shared Assets There are no assets listed on the CheckVision Balance Sheet that are shared with other Seller departments, business units and the like. Schedule 2.6 Allocation of Purchase Price Allocation of the purchase price will be mutually determined by the parties upon finalization of the Closing Balance Sheet. Schedule 3.2(a)(i) Balance Sheet Alysis Technologies-Check Vision Preliminary Balance Sheet June 2000 ($000's) 6/30/2000 Assets Cash & Cash Equivalents AR (Billed & Unbilled) 1,301 Prepaid Expenses 9 ------- Total Current Assets 1,310 PP&E 44 ------- Total Assets 1,354 ======= Liabilities & Stockholders Equity Accounts Payable $ - Accrued Payroll 102 Accrued Vacation 213 Other Accrued Liabilities 171 Deferred Revenue 1,825 ------- Total Liabilities 2,311 ------- Total Stockholders' Equity (957) ------- Total Liabilities & Stockholders' Equity $ 1,354 ======= Schedule 3.2(a)(ii) Adjusted Balance Sheet Attached
Schedule 3.2(c) Specified Changes Other than as described in Schedule 5.6, there are no specified changes. Schedule 3.2(d) Exceptions to Tax Returns and Audits None Schedule 3.2(e) Owned Tangible Personal Property Attached
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2/2 Schedule 3.2(f) Accounts Receivable as of June 30, 2000 Aged Attached RE,901,4.FDATABAS IA - CORPORATION DISTRIBUTION YNG- TUE, JUL 11, 2000, 9:42 AM ACCOUNTS RECEIVABLE DETAILED AGING REPORT ========================================= SORTED BY BILL TO CUSTOMER NAME AS OF: 06/30/00 BY INVOICE DATE Maintenance Invoices:
RE,901,4.FDATABAS IA - CORPORATION DISTRIBUTION YNG- TUE, JUL 11, 2000, 9:42 AM ACCOUNTS RECEIVABLE DETAILED AGING REPORT ========================================= SORTED BY BILL TO CUSTOMER NAME AS OF: 06/30/00 BY INVOICE DATE Maintenance Invoices:
RE,901,4.FDATABAS IA - CORPORATION DISTRIBUTION YNG- TUE, JUL 11, 2000, 9:42 AM ACCOUNTS RECEIVABLE DETAILED AGING REPORT ========================================= SORTED BY BILL TO CUSTOMER NAME AS OF: 06/30/00 BY INVOICE DATE Maintenance Invoices:
ACCOUNTS RECEIVABLE DETAIL AGING REPORT --------------------------------------- SORTED BY BILL-TO-CUSTOM ER NAME AN OP 061000010 BY INVOICE DATE
ACCOUNTS RECEIVABLE DETAIL AGING REPORT --------------------------------------- SORTED BY BILL-TO-CUSTOM ER NAME AN OP 061000010 BY INVOICE DATE
ACCOUNTS RECEIVABLE DETAIL AGING REPORT --------------------------------------- SORTED BY BILL-TO-CUSTOM ER NAME AN OP 061000010 BY INVOICE DATE
Schedule 3.2(g) Intellectual Property Exceptions None Schedule 3.2(i) Acquired Assets Title Exceptions Except as otherwise noted in this Agreement as third party software and/or equipment and any leased property, there are no exceptions. Schedule 3.2(k) Current List of Customers and Suppliers with Sales and Purchases During Last Fiscal Year Customers
Suppliers There are no material suppliers. Schedule 3.2(l) Agreements, Plans and Arrangements Relating to Acquired CheckVision Business Employees Employment contracts - -------------------- There are no employment contracts. 401(k), pension, welfare and other retirement agreements, plans and arrangements - -------------------------------------------------------------------------------- Reliastar 401(k) Bonus, deferred compensation and profit-sharing agreements, plans and - --------------------------------------------------------------------- arrangements - ------------ 1992 Stock Option Plan 1996 Stock Option Plan 1998 Stock Purchase Plan Severance agreements, plans and arrangements - -------------------------------------------- Alysis Severance Plan Agreements, plans and arrangements under which "fringe benefits" are provided (including, without limitation, vacation plans or programs, sick leave plans or ----------------------------------------------------------- programs and related benefits) - ------------------------------ United Healthcare - Medical POS Kaiser Permanente - Medical HMO Delta Dental MetLife Long Term Disability MetLife Short Term Disability MetLife Life and AD&D Vision Service Plan Vacation Sick Leave Holidays (8) Schedule 3.2(m) Contract Exceptions 1. Seller is behind schedule in the Advanced Internet Application 2. ABN-AMRO: There is a $29,600, Change Order to Purchase Schedule #3 that has been delayed due to customer and Seller activities. 3. SouthTrust is currently paying maintenance on a monthly basis. However, SouthTrust has expressed its opinion that Seller did not have the right to renew maintenance on a month-to-month baiss. Schedule 3.2(o) Actions None Schedule 3.2(p) Interest In Other Companies None Schedule 3.2(q) Bank Accounts None Schedule 3.2(r) Environmental Matters None Schedule 3.2(s) Insurance Policies Attached
This schedule is only a general description of coverage provided. For a detailed description of the terms of a policy, you
This schedule is only a general description of coverage provided. For a detailed description of the terms of a policy, you must refer to the policy itself. In the event of a conflict between this schedule and a policy, the policy will be controlling. Page 2 of 6 - -----------
This schedule is only a general description of coverage provided. For a detailed description of the terms of a policy, you must refer to the policy itself. In the event of a conflict between this schedule and a policy, the policy will be controlling.
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Page 6 of 6 - ----------- Schedule 3.2(t) Powers of Attorney None Schedule 3.2(u) Government Licenses None Schedule 3.2(w) Infrastructure See Schedules 2.2(f)(iv) and 3.2(e).
1/1 Schedule 4.5 Required Consents UMB Wells Fargo Bank Union Bank of California Sanwa Bank QuestPoint Schedule 5.6 Retention Plan Alysis had agreed to provide the following additional options to the Employee Offerees.
In addition, Alysis agrees to amend its 1996 Stock Plan as follows. ADDENDUM A Amendments to the Alysis Technologies, Inc. 1996 Stock Plan for CheckVision Employees Notwithstanding anything to the contrary in the Alysis Technologies, Inc. 1996 Stock Plan, the following rules shall apply to designated CheckVision Employees. 1. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan. (b) "Alysis Employee" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company. (c) "Alysis Options" means stock options granted to Alysis Employees pursuant to the Plan. (d) "Board" means the Board of Directors of the Company. (e) "CheckVision Employees" means the group of Alysis Employees who are terminated by the Company and accept employment with CSC as a result of the Transaction. (f) "Company" means Alysis Technologies, Inc., a Delaware corporation. (g) "CSC" means Computer Sciences Corp, a Nevada corporation. (h) "Option Agreement" collectively refers to the Alysis Technologies, Inc. Stock Option Agreement and each CheckVision Employee's individually executed Notice of Grant of Stock Options and Option Agreement. (i) "Plan" means the Alysis Technologies, Inc. 1996 Stock Plan. (j) "Transaction" means the sale of the CheckVision product-line by the Company to CSC. 2. Eligibility. CheckVision Employees must accept CSC's offer of employment and commence such employment in a timely fashion to be eligible for the special terms contained in this Addendum. Additionally, each CheckVision Employee who wishes to accept the terms of this Addendum must give written consent in the manner and time prescribed by the Administrator. 3. Term of Addendum. This Addendum A shall be effective from the date of its adoption by the Board. 4. Vesting. Alysis Options granted to CheckVision Employees prior to the close of the Transaction will vest as follows: (a) CheckVision Employees maintaining continuous, full-time employment with CSC will continue to vest in their Alysis Options according to the following schedule. Twenty-five percent (25%) of the unvested Alysis Options will vest at the end of each quarter year, such quarters to begin at the end of the month in which the Transaction closes. At the end of four (4) quarters (the "Four Vesting Quarters") all of the CheckVision Employees' unvested Alysis Options will be 100% vested so long as the individual CheckVision Employee maintains continuous, full-time employment with CSC through that date. (b) Should any CheckVision Employee be terminated by CSC for any reason other than for cause prior to the end of the Four Vesting Quarters, such employee's Alysis Options will become 100% vested on his or her CSC termination date. 5. Exercise of Options. Alysis Options granted to CheckVision Employees prior to the close of the Transaction will be exercisable as follows: (a) CheckVision Employees maintaining full-time, continuous employment with CSC through the Four Vesting Quarters may exercise their Alysis Options as the Alysis Options vest until the earliet of three months after the termination of employment with CSC or ten years from the grant date. This applies to Alysis Options that vested prior to the closing of the Transaction along with Alysis Options that vest in accordance with paragraph 4 above. (b) Subject to the maxium term in the applicable option agreement, CheckVision Employees terminating their employment with CSC (voluntarily or involuntarily) prior to the expiration of the Four Vesting Quarters will have a three-month period beginning on such employee's CSC termination date in which to exercise any vested Alysis Options. (c) Any and all Alysis Options not exercised by the end of the three- month period beginning on the earlier of the CheckVision Employee's CSC termination date will be permanently and irrevocably forfeited and revert to the Plan. 6. Section 10(b) of the Plan. To the extent that the provisions in Section 10(b) of the Plan contradict the terms set forth in this Addendum, this Addendum shall control so long as the CheckVision Employee complies with the eligibility requirements set forth in paragraph two (2) herein. 7. Modification. Any provision of the Plan not specifically modified by this Addendum shall remain in full force and effect. Schedule 9.1(a) Acquired Employees Blodgett, Gerald Budidhipati, Koushik Champaneri, Dilip Chioma, Manny Cunningham, William Engan, Charles Herteg, Glenn Hsiung, Huan-I Huang, Peter Kalinski, Jim Kandula, Surinder Kofman, Josef Seward, Darryl Shankarappa, Ashok Sridharan, Vikram Tam, Steve Woon, Larry Zhu, Jiang
