ARTICLE IX DEFINITIONS. 24 ARTICLE X MISCELLANEOUS .................................................... 30
ARTICLE IX DEFINITIONS. 21 ARTICLE X MISCELLANEOUS............................................. 26 10.1. Notices................................................... 26 10.2. Waiver; Amendment......................................... 27 10.3.
ARTICLE IX DEFINITIONS. 30 TABLE OF CONTENTS (CONTINUED) EXHIBITS Exhibit A Xxxx of Sale Exhibit B Assumption Agreement Exhibit C Form of Sale Order Exhibit D Form of Bidding Procedures AMENDED AND RESTATED ASSET PURCHASE AGREEMENT This Amended and Restated Asset Purchase Agreement (together with all exhibits and schedules hereto and as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the "Agreement") is made and entered into as of this 24th day of November, 2003 (the "Execution Date"), by and among OAO SeverStal, a Russian joint stock company ("Buyer"), Rouge Industries, Inc., a Delaware corporation ("Parent"), Rouge Steel Company, a Delaware Corporation ("Rouge Steel"), QS Steel Inc., a Michigan corporation ("QS", and collectively with Parent and Rouge Steel, the "Sellers" and each, a "Seller").
ARTICLE IX DEFINITIONS. 70 ARTICLE X MISCELLANEOUS................................................................ 73 10.1 Press Releases and Announcements................................................. 73 10.2 No Third-Party Beneficiaries..................................................... 73 10.3 Entire Agreement................................................................. 74 10.4
ARTICLE IX DEFINITIONS. 11 9.1 Terms.......................................................11 9.2 Defined Terms in Corresponding Sections.....................13
ARTICLE IX DEFINITIONS. 56 ARTICLE X MISCELLANEOUS......................................................................................... 59 10.1 Press Releases and Announcements........................................................................ 59 10.2
ARTICLE IX DEFINITIONS. 34 Section 9.01. Definitions..................................................... 34
ARTICLE IX DEFINITIONS. 49 SECTION 9.1
ARTICLE IX DEFINITIONS. 45 ARTICLE X -
ARTICLE IX DEFINITIONS. 14 EXHIBITS Exhibit A Form of Xxxx of Sale Exhibit B Form of Trademarks Assignment Exhibit C Form of Patents Assignment Exhibit D-1 Form of Tranche A Warrant Agreement Exhibit D-2 Form of Tranche B Warrant Agreement Exhibit D-3 Form of Tranche C Warrant Agreement Exhibit E Form of Liquidation Agent Agreement Exhibit F Form of Assumption Agreement Exhibit G Form of Employee Benefit Plans Assignment and Assumption Agreement ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made as of January 31, 1997, between Wherehouse Entertainment, Inc., a Delaware corporation ("WHEREHOUSE") and WEI Holdings, Inc., a Delaware Corporation ("HOLDINGS," and, together with Wherehouse, "SELLER"), in their capacity as debtors and debtors-in-possession in Case No. 95-911 (HSB) (Jointly Administered) (the "BANKRUPTCY CASE") in the United States Bankruptcy Court for the District of Delaware (the "BANKRUPTCY COURT"), and WEI Acquisition Co., a Delaware corporation ("PURCHASER"). Unless otherwise indicated, capitalized terms used herein have the meanings given thereto in Article IX, or, if not defined in Article IX, in the Section where used, and if not defined in this Agreement, shall have the meanings given thereto in the Plan of Reorganization. In consideration of the mutual covenants, agreements and warranties herein contained, the parties hereto agree as follows:
