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Business Oriented Computer Software Company in Massachusetts

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Listing Information

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Business Oriented Computer Software Company in Massachusetts



Price: $5,000,000.00


Other Item Info
Item #: mabke_491470
Created: 04/03/2019
Category: Business Property > All Assets or Going Concerns > Software & Computer Services
Sale Date: None Set
Seller Info
David Madoff
Debtor's Attorney
124 Washington Street Suite 202
Foxboro, MA 2035
(508) 543-0040
Bankruptcy Info
Case #: 4:19-bk-40446
Case Title: Perillon Software Inc.
Court: Massachusetts Bankruptcy Court
Chapter: 11
View Case Docket

See More Documents

Description

Sale of substantially all of assets of the Perillon Software Inc., including but not limited to equipment, records, fixtures, intellectual property, and certain contracts and leases, and more described as below:

  • Software: The Computer Software identified on Schedule 1.1(a),and any and all other Computer Software (including Source Code) in which the Seller has an ownership interest, or over which Seller has control, that (i) is Business-Related or (ii) constitutes, incorporates, embodies or relates directly or indirectly to any of the Business Technologies, subject to appropriate third-party license transfer fees and other approvals, if any, that may be required from software licensors and other third party issuers or contractual parties to such licenses and Software (all such Computer Software described in this Section 1.1(a) being referred to collectively in this Agreement as the "Transferred Software");
  • Intellectual Property and Intellectual Property Rights: Any and all Intellectual Property and Intellectual Property Rights in which the Seller has an ownership interest, or oyer which the Seller has control, that (i) are Business-Related or (ii) constitute, incorporate, embody or relate directly or indirectly to all or any part of the Business Technologies, including the Business Data and the Intellectual Property and Intellectual Property Rights identified on Schedule 1.1 (b) together with the goodwill associated with the Transferred Assets (all Intellectual Property, Intellectual Property Rights and goodwill referred to in this Section 1.1(b) together with the Transferred Software being referred to collectively in this Agreement as the "Transferred IP");
  • Contracts: Any and all rights of the Seller under (i) each Contract relating to (A) the sale, assignment, transfer or conveyance to the Seller of any rights in the Transferred IP, (B) the grant to the Seller of any license, covenant not to assert or immunity under, in or to any Business IP (other than licenses to third-party Open Source Code), or (C) any non-disclosure or confidentiality obligation of any third party to the Seller with respect to the Business or any of the Transferred Assets, (ii) the Contracts identified on Schedule 1.1(c), and (iii) any other Business-Related Contract (the Contracts referred to in clauses "(0","(")" and "(iii)" of fliis Section 1.1(c) being referred to as the "Transferred Contracts");
  • Tangible Personal Property: The equipment and other tangible personal property identified on Schedule 1.1 (d)(i), and the rights of the Seller in the equipment identified on Schedule 1.1 (d)(i) (all of the property identified on Schedule 1.1 (d)(i) and Schedule 1.1 (d)(ii) the "Transferred Personal Properly");
  • Governmental Authorizations: Any and all Business-Related Governmental Authorizations held by Seller, subject to approvals for the assignment of such Business-Related Governmental Authorizations, if any;
  • Claims: Any and all Business-Related claims (including claims for past infringement of Transferred IP) of the Seller against any other Person (regardless of whether or not such claims have been asserted by the Seller), and any rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery that are Business-Related possessed by the Seller (regardless of whether such rights are currently exercisable);
  • Receivables: Any and all Business-Related accounts receivable, notes receivable. other receivables, deposits and current Assets held by the Seller as of the Closing Date (the "Transferred Accounts Receivable"); and
  • Data, Records. Etc.: Any and all Business-Related books, records, manuals, documents, correspondence, files, email, data and research and development reports.

Assets for sale is more described in attached PDF.


Additional Details

  1. Purchase Price consisting of: The Assets for a cash purchase price of $2,500,000.00 (the “Cash Portion”). In addition, the Purchase Agreement provides for earn-out provisions (the “Earn-Out Portion”) which could produce a total purchase price in the amount of $5,000,000.00 (the “Purchase Price”).
  2. Bid Amount: $2,625,000.00 plus earnout provisions which are at least as beneficial to the seller as the Earn-Out Portion contained in the Purchase Agreement.
  3. Bid Deposit: $50,000.00


Other Information

Terms and Conditions:

See Attached.


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