Indemnification and Resolution of Certain Disputes. SECTION 10.1 Indemnification in Favor of Buyer 60 SECTION 10.2 Indemnification in Favor of Sellers 62 SECTION 10.3 Certain Limitations and Other Matters Regarding Claims 62 SECTION 10.4 Certain Survival Period 64 SECTION 10.5 Notice of Claims and Procedures 65 SECTION 10.6 Materiality Qualifiers 66 SECTION 10.7 Effect of Purchase Price Calculation 67 SECTION 10.8 Indemnification Adjusts Purchase Price for Tax Purposes 67 SECTION 10.9 Reconciliation Escrow Amount and Indemnification Escrow Amount 67 ARTICLE XI TERMINATION SECTION 11.1 Termination of Agreement 67 SECTION 11.2 Procedure Upon Termination 68 SECTION 11.3 Effect of Termination 68 ARTICLE XII MISCELLANEOUS SECTION 12.1 Payment of Sales, Use or Similar Taxes 69 SECTION 12.2 Expenses 69 SECTION 12.3 Entire Agreement 69 SECTION 12.4 Amendments and Waivers 69 SECTION 12.5 Governing Law 69 SECTION 12.6 Jurisdiction and Venue 70 SECTION 12.7 Notices 70 SECTION 12.8 Severability 73 SECTION 12.9 Binding Effect; Assignment; Third Party Beneficiaries 73 SECTION 12.10 Counterparts 74 SECTION 12.11 Waiver of Jury Trial 74 SECTION 12.12 Representative 74 SECTION 12.13 Legal Representation 76 SECTION 12.14 Performance 76 Exhibits Exhibit A Units and Blocker Interests Exhibit B Net Working Capital Exhibit C Form of LTIP Cancellation Agreement Exhibit D Form of Escrow Agreement Exhibit E Payment Schedule Exhibit F Charter for Applegate Farms Advisory Committee PURCHASE AGREEMENT This PURCHASE AGREEMENT (as amended or modified from time to time, this “Agreement”), dated as of May 26, 2015, is by and among (i) Hormel Foods Corporation, a Delaware corporation (“Buyer”), (ii) Applegate Farms, LLC, a Delaware limited liability company (the “Company”), (iii) the Management Sellers (as defined below), Xxxxxx, Inc., a New Jersey corporation (“Xxxxxx”), Xxxxxxx X. XxXxxxxxx (together with the Management Sellers and Xxxxxx, the “Unit Sellers”), SPC Partners IV, L.P. (“SPC”) and K&E Investment Partners, L.P. (together with SPC, the “Blocker Sellers” and, together with the Unit Sellers, the “Sellers”), and (iv) Applegate Investment Corporation, a Delaware corporation (the “Blocker”).
Indemnification and Resolution of Certain Disputes. 39 7.1 Indemnification by the Company and Sellers 39 7.2 Indemnification by Buyer and Parent 40 7.3 Certain Limitations and Other Matters Regarding Claims 40 7.4 Certain Survival Periods 41 7.5 Notice of Claims and Procedures 42 7.6 Escrow 43 7.7 Exclusive Remedy; Treatment of Certain Representations 43 ARTICLE 8 CERTAIN GENERAL TERMS AND OTHER AGREEMENTS 44 8.1 Notices 44 8.2 Expenses 44 8.3 Interpretation; Construction 44 8.4 Parties in Interest; No Third-Party Beneficiaries 45 8.5 Governing Law 45 8.6 Jurisdiction, Venue and Waiver of Jury Trial 45 8.7 Entire Agreement; Amendment; Waiver 46
Indemnification and Resolution of Certain Disputes. 48 8.1 Indemnification of the Buyer Entities 48 8.2 Indemnification of Sellers 49
Indemnification and Resolution of Certain Disputes. 7.1 Indemnification by the Seller 17 7.2 Indemnification by Buyer 17 7.3 Certain Limitations and Other Matters Regarding Claims 17 7.4 Certain Survival Periods 18 7.5 Notice of Claims and Procedures 19 7.6 Right of Set Off 20 ARTICLE 8 CERTAIN GENERAL TERMS AND OTHER AGREEMENTS 8.1 Notices 20 8.2 Expenses 21 8.3 Interpretation; Construction 21 8.4 Parties in Interest; No Third Party Beneficiaries 22 8.5 Governing Law 22 8.6 Jurisdiction, Venue and Waiver of Jury Trial 22 8.7 Entire Agreement; Amendment; Waiver 22 8.8 Assignment; Binding Effect 23 8.9 Severability; Blue Pencil 23 8.1 Counterparts 23 8.11 Disclosure Schedules ARTICLE 9 CERTAIN DEFINITIONS 23 Schedules Schedule 3.1 Organization and Good Standing Schedule 3.2(c) Consents Schedule 3.4 Compliance with Law Schedule 3.6(a) Intellectual Property Schedule 3.6(c) Intellectual Property Schedule 3.6(d) Intellectual Property Schedule 3.10 Computer Systems Schedule 3.11 Data and Privacy
Indemnification and Resolution of Certain Disputes. 39 8.1 Indemnification by Seller 39 8.2 Indemnification by Buyer 39 8.3 Certain Limitations and Other Matters Regarding Claims 39 8.4 Certain Survival Periods 40 8.5 Notice of Claims and Procedures 40 8.6 Materiality Qualifiers 41 8.7 Reduction for Insurance, Taxes and Other Offsets 41 8.8 Effect of Purchase Price Adjustment 42 8.9 Indemnification Adjusts Purchase Price for Tax Purposes 42 8.10 Certain Disclaimers 42 ARTICLE 9 CERTAIN GENERAL TERMS AND OTHER AGREEMENTS 42 9.1 Notices 42 9.2 Expenses 43 9.3 Interpretation; Construction 43
Indemnification and Resolution of Certain Disputes. 29 7.1 Indemnification by the Company and Sellers. 29 7.2 Indemnification by Buyer and Parent. 30 7.3 Certain Limitations and Other Matters Regarding Claims. 30 7.4 Certain Survival Periods. 31 7.5 Notice of Claims and Procedures. 31 7.6 Escrow. 32 7.7 Exclusive Remedy; Treatment of Certain Representations. 32
Indemnification and Resolution of Certain Disputes. 16 8.1 Indemnification by Sellers 16 8.2 Indemnification by Buyer 17 8.3 Certain Limitations and Other Matters Regarding Claims 17 8.4 Certain Survival Periods 18
Indemnification and Resolution of Certain Disputes
