Sample Business Contracts

Purchase Agreement [Amendment] - Amtech Corp., Cardkey Systems Inc., Cardkey Systems Ltd., Cardkey Sicherheitssysteme GmbH and Assa Abloy AB

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                                 AMENDMENT TO
                 PURCHASE AGREEMENT DATED AS OF JUNE 20, 1995

THIS AMENDMENT is made and entered into as of July 31, 1995 by and among Amtech
Corporation, a Texas corporation, Cardkey Systems, Inc., an Oregon corporation,
Cardkey Systems, Ltd., a United Kingdom corporation, and Cardkey
Sicherheitssysteme GmbH, a German corporation and wholly-owned subsidiary of
Cardkey Systems, Ltd., and Assa Abloy AB, a Swedish corporation.

1.   The parties have as of June 20, 1995, entered into a Purchase Agreement
     (the "Purchase Agreement").

2.   The parties have now agreed to amend the Purchase Agreement as set forth

     (a) The following wording shall be added to Exhibit B ("Excluded
     Assets/Liabilities") to the Purchase Agreement:

          "6.  Assets of Cardkey Sicherheitssysteme GmbH related to the Ving
          Card Business in Germany."

     (b) Exhibit I ("Allocation of Purchase Price") to the Purchase Agreement is
     hereby amended in its entirety to read as follows:

          "Upon the request of a party, the parties will enter into good faith
          negotiations with a view to agreeing upon an allocation of the
          consideration being paid hereunder among the assets being acquired."

     (c) The following Section 6.13 is hereby added to Article VI of the
     Purchase Agreement:

          "6.13 Consents.  After the Closing, Sellers and Shareholder shall use
          their best efforts to obtain those consents required to be delivered
          pursuant to Section 3.2(f) but which had not been obtained as of the

     (d) The following clause (i) is hereby added to Section 9.1 of the Purchase

          "(i) Sellers and Shareholder shall jointly and severally indemnify and
          hold Purchaser harmless against any and all liabilities, obligations,
          claims, contingencies, damages, costs and expenses (including, without
          limitation increased costs associated with relocation from leased
          premises or replacement of leased vehicles, all court costs and
          reasonable attorneys' fees) that Purchaser or Purchaser's designee may
          incur as a result of the failure of Sellers to obtain any third party
          consent required under Section 3.2(f) of the Purchase Agreement.
          Purchaser's right to indemnification shall be effective
          notwithstanding any waiver of the delivery of consents as a condition
          to Closing pursuant to Section 3.2(f)."


     (e)  The following clause (e) is hereby added to Section 9.2 of the
     Purchase Agreement :

          "(e) Purchaser shall indemnify and hold Shareholder and the Sellers
          harmless against any and all liabilities, obligations, claims,
          contingencies, damages, costs and expenses that Shareholder or any of
          the Sellers may incur to the participants in, or beneficiaries of, the
          Cardkey UK defined benefit plan as a result of claims by such
          participants or beneficiaries that the failure of Purchaser's designee
          in the U.K. to assume the defined benefit plan was a breach of the
          terms and conditions of their employment with Cardkey U.K.  This
          indemnity shall be void if any of the Sellers or Shareholder directly
          or indirectly has promoted, supported, or assisted in any way with a
          participant's or beneficiary's claim."

     (f)  Article XI of the Purchase Agreement is hereby revised as follows:

          (i) Add the following sentence to the end of Section 11.2: "For
          purposes of this Article XI, the term 'Purchaser' shall be deemed to
          mean "Purchaser or any of its Affiliates."

          (ii) Reword clause (x) of Section 11.2 to read: "the Shareholder's
          existing mechanical locking and electro-mechanical locking business

3.   To the extent that consents are not obtained from the relevant lessor with
respect to the lease covering the 1992 Lexus SC400 (vehicle number 01-0472-
13540), Seller shall make available the benefit of such lease agreement as
contemplated hereby and Purchaser shall make any payments due under the lease
directly to Sellers.

4.   This Amendment shall be considered an integral part of the Purchase
Agreement and shall be binding upon each party from the date first above
written.  Subject only to the modification referred to in this Amendment, the
Purchase Agreement shall remain in full force and effect and where necessary
shall be read and construed and be enforceable as if the terms of this Amendment
were inserted.

5.   The provisions of Section 12.13 (Arbitration) and Section 12.14 (Governing
Law) of the Purchase Agreement shall apply also to this Amendment.

     IN WITNESS WHEREOF, the parties hereof have executed this Amendment as of
the date first above written.


By:  /s/ Clas Thelin
     Clas Thelin

Its: President & CEO



By:  /s/ Clas Thelin
     Clas Thelin

Its: Director


By:  /s/ Clas Thelin
     Clas Thelin

Its: Authorized Signatory


By:  /s/ Ronald A. Woessner
     Ronald A. Woessner

Its: Vice President & General Counsel


By:  /s/ Clas Thelin
     Clas Thelin

Its: Authorized Signatory