value added, alternative, add-on minimum, stamp, leasing, lease, user, transfer,
fuel, excess profits, occupational, interest equalization, windfall profits,
license, payroll, environmental, capital stock, disability, severance,
employee's income
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withholding, other withholding, unemployment and Social Security taxes, which
are imposed by any Governmental Authority, and the term "Tax" shall include any
interest, penalties, fines or additions to Tax attributable thereto or
associated therewith, and shall include any transferee or successor liability in
respect of Taxes (whether by contract or otherwise).
"Tax Return" shall mean any report, return, statement, notice, form,
declaration, claim for refund or other document or information filed, submitted
to, or required to be supplied to a Governmental Authority in connection with
the determination, assessment, collection or payment of any Tax, including any
schedule or attachment to or amendment of the Tax Return.
"Title Commitment" has the meaning set forth in Section 7.2(a).
"Title Evidence" has the meaning set forth in Section 7.2(b).
ARTICLE 2
SALE AND PURCHASE OF PURCHASED ASSETS;
ASSUMPTION OF ASSUMED OBLIGATIONS
2.1
Purchased Assets.
(a)
Sale and Purchase. At the Effective Time,
the Seller shall sell, assign, convey, transfer and deliver to the Buyer, and
the Buyer shall purchase, acquire and take assignment and delivery of all of the
right, title and interest in and to the assets described in clauses (1) to (8),
other than the Excluded Assets, free and clear of all encumbrances other than
the Permitted Encumbrances:
(1)
EQUIPMENT AND FIXED ASSETS. THE TANGIBLE
PERSONAL PROPERTY, INCLUDING THE BUILDINGS, STRUCTURES, IMPROVEMENTS,
FACILITIES, FIXTURES, MACHINERY, EQUIPMENT, FIXED ASSETS, FURNITURE, TOOLS,
AUTOMOBILES, TRUCKS, LOADERS AND OTHER VEHICLES, MAINTENANCE EQUIPMENT AND
MATERIALS AND OTHER TANGIBLE PERSONAL PROPERTY AND ANY REPLACEMENTS OF TANGIBLE
PERSONAL PROPERTY ACQUIRED PRIOR TO THE EFFECTIVE TIME SET FORTH ON
SCHEDULE 2.1(1) (COLLECTIVELY, THE "EQUIPMENT AND FIXED ASSETS");
(2)
INVENTORY. ALL SUPPLIES, MATERIALS,
WORK-IN-PROGRESS, SEMI-FINISHED GOODS, FINISHED GOODS, COMPONENTS, SPARE PARTS,
AND PACKAGING MATERIALS DESCRIBED IN SCHEDULE 2.1(2) (COLLECTIVELY, THE
"INVENTORY");
(3)
OWNED REAL PROPERTY. THE OWNED REAL
PROPERTY DESCRIBED IN SCHEDULE 2.1(3) TOGETHER WITH ALL APPURTENANT RIGHTS AND
EASEMENTS TO THE OWNED REAL PROPERTY AND ALL BUILDINGS, STRUCTURES,
IMPROVEMENTS, PLANTS, FACILITIES, AND FIXTURES LOCATED ON THE OWNED REAL
PROPERTY;
(4)
INFORMATION AND RECORDS. TO THE EXTENT
LEGALLY TRANSFERABLE, ALL BOOKS AND RECORDS USED, OR INTENDED TO BE USED, IN THE
OPERATION OF THE BUSINESS OR RELATING TO THE IDENTIFIED EMPLOYEES ("BOOKS AND
RECORDS") THAT ARE IN THE SELLER'S CARE, CUSTODY OR CONTROL, INCLUDING, WITHOUT
LIMITATION, ACCOUNTING RECORDS, EMPLOYEE RECORDS, CUSTOMER LISTS, VENDOR LISTS,
AND COPIES OF ALL WRITTEN CONTRACTS AND PERMITS, PROVIDED THAT BOOKS AND RECORDS
USED IN THE SHELL EGG BUSINESS SHALL BE EXCLUDED OR THE SHELL EGG INFORMATION
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EXCISED IF THERE IS INFORMATION RELATING TO THE BUSINESS OR THE IDENTIFIED
EMPLOYEES, AND ONLY COPIES OF STATE AND FEDERAL TAX RETURNS SHALL BE
TRANSFERRED;
(5)
CERTAIN CURRENT ASSETS. THE PREPAID
EXPENSES, CREDITS, AND DEPOSITS RELATED TO THE BUSINESS AND DESCRIBED IN
SCHEDULE 2.1 (5) (THE "CURRENT ASSETS");
(6)
PERMITS. ALL PERMITS AND APPLICATIONS FOR
PERMITS THAT ARE