Balance Sheet, over (ii) the sum of Seller's current
liabilities determined in accordance with the Accounting Methods applied on a
basis consistent with the accounting principles and policies used in the
preparation of the Interim Balance Sheet. A sample calculation of Working
Capital is set forth on Schedule 9.1(b) and Working Capital shall be calculated
in a manner consistent therewith.
9.2. Other Definitions. Each of the following terms is defined in the Section
set forth opposite such term:
"Acquired Assets" 1.1(a) "Acquired Receivables" 3.10(a) "Agreement" Preamble
"Allocation" 6.1 "ANC Potter's" 1.1(b) "Arbiter" 1.3(d) "Assumed Contracts"
1.1(a)(v) "Assumed Liabilities" 1.1(d) "Benefit Plan" 3.17(a) "Bill of Sale"
1.1(d) "Business" Recitals "Business Vehicles" 3.8(c) "Buyer" Preamble "Buyer
Indemnified Parties" 7.2(a) "Cash-Purchased Assets" 1.1(a) "Cap" 7.2(c)
"Closing" 2.1 "Closing Consideration" 1.2(b) "Closing Date" 2.1
47
"Closing Statement" 1.3(a) "Competitive Activities" 5.2(a) "Confidential
Information" 5.1 "Contribution Agreement" 1.1(b) "Contributed Assets" 1.1(b)
"Effective Time" 2.1 "Employee Solicitation" 5.2(c) "Environmental Documents"
3.16(f) "Environmental Permits" 3.16(a) "Equipment Financing" 1.1(d)(iii)
"ERISA" 3.17(a) "Estimated Closing Statement" 1.2(a) "Excluded Assets" 1.1(c)
"Financial Statements" 3.6 "Fundamental Representations" 7.1 "Grant" 2.2(a)(v)
"Grant Employment Agreement" 2.2(a)(iv) "Holdback Release Date" 7.5(a)
"Indemnified Party" 7.3(a) "Indemnifying Party" 7.3(a) "Intellectual Property"
3.12(a) "Interim Balance Sheet" 3.6 "Interim Balance Sheet Date" 3.6 "Interim
Financial Statements" 3.6 "IRS" 3.17(b) "IT Systems" 3.12(b) "Lease Agreements"
2.2(a)(vi) "Leases" 3.9(b) "Leased Real Property" 3.9(b) "Litigation" 3.14
"Litigation Conditions" 7.3(a) "Material Contracts" 3.13(a) "Material Owned
Intellectual Property" 3.12(a) "Nina" 2.2(a)(iii) "Nina Employment Agreement"
2.2(a)(iii) "Non-Compete Period" 5.2(a) "Notice of Disagreement" 1.3(c)
"Permits" 3.15 "Retained Liabilities" 1.1(e) "Seller" Preamble "Seller
Indemnified Parties" 7.2(b) "Shareholder(s)" Recitals "Significant Customer"
3.24 "Significant Supplier" 3.25 "Solicitation Activities" 5.2(b) "Taxing
Authority" 3.18(a) "Third Party Claim" 7.3(a) "Threshold" 7.2(c) "Transferred
Employees" 5.5(a) "Transfer Taxes" 6.2
[Signature page follows.]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed on its behalf as of the date first above written.
POTTER'S PROFESSIONAL LAWN CARE, LLC
By: /s/ Jeffrey C. Piermont
Name: Jeffrey C. Piermont
Title: Vice President
POTTER'S PROFESSIONAL
LAWN CARE, INC.
By: /s/ Nina Potter Fernandez
Name: Nina Potter
Fernandez
Title: President
/s/ Nina Potter Fernandez
Nina Potter
Fernandez, individually
/s/ Grant Potter
Grant Potter, individually
[Signature Page to Asset Purchase and Contribution Agreement]
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EXHIBIT A
Contribution Agreement
EXHIBIT B
Bill of Sale
EXHIBIT C
Nina Employment Agreement
EXHIBIT D
Grant Employment Agreement
EXHIBIT E-1
Lease Agreement for 366 SW 14 Ave, Pompano Beach, FL 33069
EXHIBIT E-2
Lease Agreement for 377 SW 14 Ave, Pompano Beach, FL 33069