Section 1.02(a)(x)
Release
Section 13.05(b)
Retained Liabilities
Section 1.04(b)
Retained Names
Section 1.02(b)(xiv)
Retained Tax Liabilities
Section 1.04(b)(v)
Schedule Supplement
Section 5.10
Schedules
Section 5.09(b)
Scheduled Intellectual Property
Section 3.08(a)
Seller
Recitals
Seller Benefit Agreements
Section 3.15(a)
Seller Benefit Plans
Section 3.15(a)
Seller Closing Certificate
Section 7.02(i)
Seller Indemnitees
Section 9.02
Seller Insurance Policies
Section 5.07(a)
Soil Amendment
Section 12.08(b)
Statement
Section 2.03(b)
Straddle Period
Section 13.05(b)
subsidiary
Section 13.05(b)
Tax
Section 13.05(b)
Tax Return
Section 13.05(b)
Taxes
Section 13.05(b)
Taxing Authority
Section 13.05(b)
Technology
Section 1.02(a)(v)
Termination Notice
Section 6.01(a)
Third Party Claim
Section 9.04(a)
Transfer Taxes
Sections 13.05(b)
Transferred Assets
Section 1.02(a)
Transferred Contracts
Section 1.02(a)(vii)
Transferred Employee
Section 6.01(a)
Transferred Equipment
Section 1.02(a)(iii)
Transferred Intellectual Property
Section 1.02(a)(iv)
Transferred Inventory
Section 1.02(a)(ii)
Transferred Permits
Section 1.02(a)(vi)
Transferred Real Property
Section 1.02(a)(i)
Transferred Technology
Section 1.02(a)(v)
Transitional Services Agreement
Section 13.05(b)
Transferred Assets
Section 1.02(a)
Trustee
Section 2.02(d)
Union
Section 3.16(b)
WARN
Act
Section 6.03
WC
Amount
Section 2.03(d)
Welfare Plan
Section 3.15(a)
Working Capital
Section 2.03(e)
ASSET PURCHASE AND SALE AGREEMENT dated as of December 20, 2018 (this
"Agreement"), between DEL-TIN FIBER, LLC, an Arkansas limited liability company
("Seller"), and ROSEBURG FOREST PRODUCTS CO., an Oregon corporation
("Purchaser").
WHEREAS Seller owns and operates a medium density fiberboard facility (the
"Facility") in El Dorado, Arkansas and a sales office in Lufkin, Texas (such
operation, the "Business"); and
WHEREAS Purchaser wishes to purchase from Seller, and Seller wishes to sell to
Purchaser certain of the assets of the Business (as defined in Section 13.05(b))
of Seller, upon the terms and subject to the conditions of this Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE I
Purchase and Sale of Transferred Assets
SECTION 1.01.
Purchase and Sale.
Upon the terms and subject to the conditions of this Agreement, at the Closing
(as defined in Section 2.01), Seller will sell, transfer, assign and deliver to
Purchaser, and Purchaser will purchase, acquire and accept from Seller, all of
Seller's right, title and interest in, to and under the Transferred Assets (as
defined in Section 1.02(a)) for (A) (i) an aggregate purchase price of
$92,111,000.00 in cash less (ii) the then outstanding amount of the Incentive
Lease Agreement constituting an Assumed Liability (a defined in Section
1.04(a)), less (iii) the amount of accrued vacation assumed pursuant to Section
6.02, plus (iv) amounts paid by Seller prior to the Closing Date (as defined in
Section 2.01) toward the purchase price of the Schelling HMI/PLC upgrade
project
(the "Purchase Price"), subject to adjustment as set forth in
Section 2.03, and (B) the assumption of the Assumed Liabilities (as defined in
Section 1.04(a)).
The purchase and sale of the Transferred Assets and the
assumption of the Assumed Liabilities are collectively referred to in this
Agreement as the "Acquisition".
SECTION 1.02.
Transferred Assets and Excluded Assets.
(a)
The term "Transferred Assets" means all the business, properties, assets,
goodwill and rights of Seller of whatever kind and nature, real or personal,
tangible or intangible,