Shareholders
Preamble
Company Parties
Section 6.2(b)
Competitive Business
Section 7.6(a)
Confidential Information
Section 7.6(c)
Controlled Group
Section 4.17(d)
Deductible
Section 6.2(c)(ii)
Distribution Contracts
Section 4.11(a)(xii)
Employees
Section 7.7(a)
Employment Agreement
Section 2.3(c)(ii)
Escrow Agent
Section 2.10(a)
Escrow Agreement
Section 2.10(a)
Escrow Amount
Section 2.10(a)
Escrow Claim
Section 2.10(b)
Escrow Termination Date
Section 2.10(a)
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Estimated Working Capital Statement
Section 2.7(a)
Excluded Assets
Section 2.1(b)
Final Working Capital Amount
Section 2.7(b)
Financial Statements
Section 4.4(a)
Governmental Authorizations
Section 4.15
Ground Lease
Section 2.3(c)(i)
Indemnified Party
Section 6.2(d)
Indemnifying Party
Section 6.2(d)
Insiders
Section 4.19
Interim Financial Statements
Section 4.4(a)
Loss
Section 6.2(a)
Non-Compete Period
Section 7.6(a)
Notice of Claim
Section 6.2(d)
Party and Parties
Preamble
Plans
Section 4.17(a)
Purchase Price
Section 2.4
Purchased Assets
Section 2.1(a)
Real Property
Section 4.7(c)
Restricted Parties
Section 7.6(a)
Retained Policies
Section 7.8
Transferred Employees
Section 7.7(a)
Restricted Territory
Section 7.6(a)
Unaudited Financial Materials
Section 4.4(a)
Unresolved Escrow Claims
Section 2.10(c)
Working Capital Adjustment
Section 2.7(b)
ARTICLE 2
PURCHASE AND SALE OF ASSETS
2.1
PURCHASED ASSETS.
(A)
ON THE TERMS AND SUBJECT TO THE CONDITIONS CONTAINED IN THIS AGREEMENT, ON
THE CLOSING DATE, BUYER SHALL PURCHASE FROM THE COMPANY, AND THE COMPANY SHALL
SELL, CONVEY, ASSIGN, TRANSFER AND DELIVER TO BUYER, FREE AND CLEAR OF ALL LIENS
(EXCEPT FOR PERMITTED ENCUMBRANCES), ALL RIGHTS, TITLES AND INTERESTS OF EVERY
KIND AND NATURE IN AND TO ALL OF THE FOLLOWING ASSETS, BUT EXCLUDING ALL
EXCLUDED ASSETS (THE "PURCHASED ASSETS"):
(I)
ALL ACCOUNTS RECEIVABLE;
(II)
ALL DEPOSITS AND PREPAID EXPENSES;
(III)
ALL BUILDINGS, IMPROVEMENTS AND FIXTURES;
(IV)
ALL REAL PROPERTY LEASES;
(V)
ALL PERSONAL PROPERTY LEASES;
(VI)
ALL INVENTORY;
8
(VII)
ALL EQUIPMENT;
(VIII)
ALL RIGHT, TITLE AND INTEREST OF THE COMPANY IN AND TO THE
CONTRACTS LISTED ON SCHEDULE 4.7(B) AND SCHEDULE 4.11(A) AND ALL OF THE CONTRACT
RIGHTS, CLAIMS, CAUSES OF ACTION, REFUNDS, CREDITS, RIGHTS OF RECOVERY AND
SET-OFF, SECURITY INTERESTS, LICENSES, PERMITS, CONSENTS, AUTHORIZATIONS,
APPROVALS, QUALIFICATIONS AND REGISTRATIONS RELATED TO SUCH CONTRACTS AND
ACCRUING OR OTHERWISE COMING DUE SUBSEQUENT TO THE CLOSING DATE;
(IX)
ALL RIGHTS, WHETHER ARISING UNDER CONTRACT OR OTHERWISE IN
CONNECTION WITH THE BUSINESS, WITH RESPECT TO THE CUSTOMERS SET FORTH ON THE
CUSTOMER LIST, INCLUDING ALL RELATED CUSTOMER RECORDS AND MARKETING, FRANCHISE
AND DISTRIBUTION RIGHTS (INCLUDING, WITHOUT LIMITATION, ALL RIGHTS UNDER ANY
FRANCHISE AND/OR DISTRIBUTION AGREEMENTS);
(X)
ALL RIGHTS TO HIRE OR ENGAGE THE TRANSFERRED EMPLOYEES LISTED ON
SCHEDULE 7.7(A) (EMPLOYEE AND EMPLOYEE BENEFIT MATTERS), AND ANY
CONFIDENTIALITY, WORK PRODUCT, NON-COMPETITION AND/OR NON-SOLICITATION
AGREEMENTS ENTERED INTO WITH SUCH EMPLOYEES AND INDEPENDENT CONTRACTORS, OR, TO
THE EXTENT APPLICABLE TO THE BUSINESS, WITH FORMER EMPLOYEES AND INDEPENDENT
CONTRACTORS USED IN THE OPERATION OF THE BUSINESS;
(XI)
ALL OF THE COMPANY'S BUSINESS RECORDS AND FILES INCLUDING,
WITHOUT LIMITATION, SALES INFORMATION, ADVERTISING AND MARKETING MATERIALS,
SUPPLIER RECORDS, COST AND PRICING INFORMATION, PRODUCTION DATA, EMPLOYMENT AND
PERSONNEL RECORDS, ACCOUNTING AND CREDIT RECORDS, CORRESPONDENCE, AND OTHER
RECORDS (INCLUDING THOSE MAINTAINED IN COMPUTER TAPES, DISKS, OR OTHER COMPUTER
RETRIEVABLE FORMAT, AND WHETHER MAINTAINED BY THE COMPANY OR