Asset Purchase Agreement [Amendment No. 1] - Inktomi Corp., Ultraseek Corp., Quiver Ltd. and Verity Inc.
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment") is
entered into as of December 17, 2002, by and among INKTOMI CORPORATION, a
Delaware corporation ("Parent"), INKTOMI QUIVER CORPORATION (formerly known as
Quiver, Inc.), a Delaware corporation and wholly owned subsidiary of Parent
("Quiver"), ULTRASEEK CORPORATION, a California corporation and wholly owned
subsidiary of Parent ("Ultraseek"), QUIVER LTD., an Israeli corporation and
wholly owned subsidiary of Quiver ("Quiver Ltd."), and VERITY, INC., a Delaware
corporation (the "Purchaser").
RECITALS
A. Parent, Quiver, Ultraseek, Quiver Ltd. and the Purchaser are parties to
that certain Asset Purchase Agreement dated as of November 13, 2002 (the "Asset
Purchase Agreement"). Any capitalized terms not otherwise defined in this
Amendment shall have the meaning given to such terms in the Asset Purchase
Agreement.
B. The parties desire to amend the Asset Purchase Agreement as set forth
herein.
AGREEMENT
The parties to this Amendment, intending to be legally bound, agree as
follows:
1. AMENDMENT OF ASSET PURCHASE AGREEMENT.
1.1 AMENDMENT OF SCHEDULE I.
(A) Attachment 2 to Schedule I to the Asset Purchase Agreement is
hereby amended and restated in its entirety to read as set forth in Exhibit A
hereto.
(B) Attachment 2A to Schedule I to the Asset Purchase Agreement is
hereby amended and restated in its entirety to read as set forth in Exhibit B
hereto.
(C) Attachment 3 to Schedule I to the Asset Purchase Agreement is
hereby amended and restated in its entirety to read as set forth in Exhibit C
hereto.
(D) Attachment 4 to Schedule I to the Asset Purchase Agreement is
hereby amended and restated in its entirety to read as set forth in Exhibit D
hereto.
(E) Attachment 5 to Schedule I to the Asset Purchase Agreement is
hereby amended and restated in its entirety to read as set forth in Exhibit E
hereto.
1.2 AMENDMENT OF DISCLOSURE SCHEDULE.
(A) The Disclosure Schedule to the Asset Purchase Agreement is
hereby amended and restated in its entirety to read as set forth in Exhibit F
hereto.
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1.3 AMENDMENT OF ASSET PURCHASE AGREEMENT. All references to "Quiver,
Inc." in the Asset Purchase Agreement, including the exhibits and schedules to
the Asset Purchase Agreement, are hereby deleted and replaced in their entirety
to read: "Inktomi Quiver Corporation (formerly Quiver, Inc.)".
1.4 NO OTHER AMENDMENTS. Except as it has been specifically amended
pursuant to Sections 1.1, 1.2 and 1.3, the Asset Purchase Agreement shall from
and after the date hereof continue in full force and effect.
2. ADDITIONAL PROVISIONS.
2.1 ENTIRE AGREEMENT AND MODIFICATION. The Transactional Agreements and
this Amendment set forth the entire understanding of the parties relating to the
subject matter hereof and thereof and supersede all prior agreements and
understandings among or between any of the parties relating to the subject
matter hereof and thereof. The Asset Purchase Agreement, as amended by this
Amendment, may not be further amended except by a written agreement executed in
accordance with Section 11.11 of the Asset Purchase Agreement.
2.2 SEVERABILITY. In the event that any provision of this Amendment, or
the application of any such provision to any Person or set of circumstances,
shall be determined to be invalid, unlawful, void or unenforceable to any
extent, the remainder of this Amendment, and the application of such provision
to Persons or circumstances other than those as to which it is determined to be
invalid, unlawful, void or unenforceable, shall not be impaired or otherwise
affected and shall continue to be valid and enforceable to the fullest extent
permitted by law.
2.3 HEADINGS. The headings contained in this Amendment are for convenience
of reference only, shall not be deemed to be a part of this Amendment and shall
not be referred to in connection with the construction or interpretation of this
Amendment.
2.4 COUNTERPARTS. This Amendment may be executed in several counterparts,
each of which shall constitute an original and all of which, when taken
together, shall constitute one agreement.
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The parties to this Amendment have caused this Amendment to be executed
and delivered as of the date first above mentioned.
INKTOMI CORPORATION,
a Delaware corporation
By: /s/ Randy Gottfried
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Title: Chief Financial Officer
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INKTOMI QUIVER CORPORATION,
a Delaware corporation
By: /s/ Joe Eandi
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Title: Chief Executive Officer
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ULTRASEEK CORPORATION,
a California corporation
By: /s/ Randy Gottfried
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Title: Chief Executive Officer
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QUIVER LTD.,
an Israeli corporation
By: /s/ Randy Gottfried
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Title: Chief Executive Officer
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VERITY, INC.,
a Delaware corporation
By: /s/ Anthony J. Bettencourt
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Title: President
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