ASSIGNMENT AND ASSUMPTION OF
LIABILITIES.
2.1.
The Purchase and Sale; Assignment and Assumption.
2.1.1
PURCHASE AND SALE.
UPON THE TERMS AND SUBJECT TO THE
CONDITIONS CONTAINED HEREIN, AT THE CLOSING, THE SELLERS WILL SELL, ASSIGN,
TRANSFER, CONVEY AND DELIVER TO THE BUYER, AND THE BUYER SHALL PURCHASE FROM THE
SELLERS, THE ACQUIRED ASSETS, FREE AND CLEAR OF ANY ENCUMBRANCES EXCEPT FOR
PERMITTED ENCUMBRANCES, IN EXCHANGE FOR THE PAYMENT OF THE PURCHASE PRICE AND
THE ASSUMPTION BY THE BUYER OF THE ASSUMED LIABILITIES.
2.1.2
RETAINED ASSETS.
THE RETAINED ASSETS SHALL BE EXCLUDED FROM
THE ACQUIRED ASSETS TO BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED AND DELIVERED TO
THE BUYER HEREUNDER AND, TO THE EXTENT IN EXISTENCE ON THE CLOSING DATE, SHALL
BE RETAINED BY THE SELLERS.
2.1.3
ASSUMED LIABILITIES.
UPON THE TERMS AND SUBJECT TO THE
CONDITIONS CONTAINED HEREIN, AT THE CLOSING, THE BUYER WILL ASSUME, EFFECTIVE AS
OF THE CLOSING, THE ASSUMED LIABILITIES.
2.1.4
EXCLUDED LIABILITIES.
THE BUYER WILL NOT ASSUME OR PERFORM
ANY LIABILITIES OF ANY OF THE SELLERS NOT SPECIFICALLY ASSUMED BY THE BUYER
UNDER SECTION 2.1.3, AND THE SELLERS SHALL RETAIN AND SATISFY, AND PERFORM AS
AND WHEN DUE, ALL EXCLUDED LIABILITIES.
2.2.
Purchase Price.
The aggregate consideration payable by Buyer to
the Sellers for the Acquired Assets shall be (i) the assumption of the Assumed
Liabilities by the Buyer, (ii) $61,700,000.00 in cash (subject to adjustment
pursuant to Section 2.5) (the "Cash Purchase Price") which such amount shall be
paid to the Sellers in accordance with the instructions delivered under
Section 2.4(a)(ii) and (iii) one note in the form attached as Exhibit 2.2 with
an aggregate principal amount of $6,300,000.00 which shall be issued to Atlantic
Paper & Foil Corp. of N.Y. (the "Note" and, together with the Cash Purchase
Price, the "Purchase Price").
2.3.
The Closing.
The purchase and sale of the Acquired Assets and the
assumption of the Assumed Liabilities (the "Closing") will take place on the
date hereof at the offices of Ropes & Gray LLP in New York, New York.
2.4.
Closing Deliveries.
The parties shall take the actions set forth
in this Section 2.4 at the Closing.
(A)
THE BUYER WILL DELIVER (I) TO THE ESCROW AGENT, $1,500,000 BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FEDERAL FUNDS TO THE ACCOUNT DESIGNATED IN THE
ESCROW AGREEMENT FOR PURPOSES OF SATISFYING AMOUNTS OWED TO THE BUYER
INDEMNIFIED PARTIES PURSUANT TO SECTION 8.1 (THE "INDEMNITY ESCROW ACCOUNT"),
(II) TO THE SELLERS, (A) THE CASH PURCHASE PRICE, LESS THE AGGREGATE AMOUNT
DELIVERED TO THE ESCROW AGENT PER CLAUSE (I) BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FEDERAL FUNDS TO THE ACCOUNTS DESIGNATED IN WRITING TO THE BUYER NOT
FEWER THAN TWO BUSINESS DAYS PRIOR TO THE SCHEDULED CLOSING DATE AND (III) THE
NOTE.
(B)
THE BUYER AND THE SELLERS WILL EXECUTE ONE OR MORE BILLS OF SALE, IN
A FORM REASONABLY ACCEPTABLE TO THE PARTIES, WITH RESPECT TO ALL PERSONAL
PROPERTY INCLUDED IN THE ACQUIRED ASSETS.
(C)
THE BUYER AND THE SELLERS WILL EXECUTE AN ASSIGNMENT OF TRADEMARKS