PURCHASE AND SALE OF PURCHASED. ASSETS 1
PURCHASE AND SALE OF PURCHASED. SHARES 21 2.1 Purchase and Sale of Purchased Shares 21 2.2 Purchase Price for Purchased Shares 21 2.3 Closing Transactions 23 2.4 Estimated Closing Statement; Post-Closing Adjustment 26 2.5 Withholding 30 ARTICLE 3 REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 30 3.1 Organization and Power 30 3.2 Authorization; Execution; Enforceability 31 3.3 Capitalization; No Subsidiaries or Joint Ventures; Indebtedness 31 3.4 Absence of Conflicts; Consents and Approvals 32 3.5 Financial Statements 33 3.6 Absence of Certain Developments 35 3.7 Real Property 38 3.8 Tangible Assets; Sufficiency of Assets 40 3.9 Material Contracts 40 3.1 Proprietary Rights 43 3.11 Governmental Licenses 45 3.12 Litigation; Proceedings 46 3.13 Compliance with Laws 46 3.14 Labor and Employees 47 3.15 Employee Benefit Plans 48 3.16 Tax Matters 51 3.17 Environmental Matters 53 3.18 Company Affiliated Transactions 54 3.19 International Trade Laws; Anti-Corruption; Industry Certifications 55 3.2 Key Business Relationships 56 3.21 Product Warranty and Product Liability 57 3.22 COVID-19 Matters 57 3.23 Privacy and Data Security 58 3.24 Bank Accounts 59 3.25 Brokerage 59 3.26 Insurance 59 3.27 Dealer Matters 60 3.28 LaGrange Transaction 61 3.29 Disclaimer 61
PURCHASE AND SALE OF PURCHASED. STOCK The Company hereby sells and delivers to the Seller, and the Seller hereby purchases from the Company, the Purchased Stock, at a purchase price of $1.25 per share (which the parties agree is the fair market value of the Common Stock), or an aggregate purchase price for all the Purchased Stock of $487,310 (the "Stock Price") as reflected in paragraph 1.(e) below.
PURCHASE AND SALE OF PURCHASED. SHARES 16
PURCHASE AND SALE OF PURCHASED. SHARES 3.1 Purchase and Sale of Purchased Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 3.2
PURCHASE AND SALE OF PURCHASED. SHARES 1 Section 1.1 Purchase and Sale of Purchased Shares 1 ARTICLE 2 PURCHASE PRICE 2 Section 2.1 Purchase Price and Closing Payment 2 Section 2.2 Deposit Escrow Amount 2 Section 2.3 Indemnity Escrow 2 Section 2.4 Initial Working Capital 3 Section 2.5 Final Working Capital Adjustment 3 Section 2.6 Termination and Payments of Inter-Company Indebtedness and Affiliate Transactions 5
PURCHASE AND SALE OF PURCHASED. ASSETS 1 1.1 Basic Transaction 1 1.2 Assumption of Liabilities 4 1.3 Consideration 5 1.4 Proration 7 1.5 Closing Transations 8 ARTICLE II - CONDITIONS TO CLOSING 10 2.1 Conditions to Purchaser's Obligations 10 2.2 Conditions to Seller's Obligations 13 ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER 14 3.1 Organization and Corporate Power 14 3.2 Authorization; No Breach; Approvals 14 3.3 No Material Adverse Change 15 3.4 Financial Statements 15 3.5 Books and Records 15 3.6 Financial Documents 15 3.7 Absence of Certain Developments 15 3.8 Leased Real Property 16 3.9 Assets 19 3.10 Taxes 19 3.11 Contracts and Commitments 20 3.12 Proprietary Rights 21 3.13 Litigation 21 3.14 Brokerage 21 3.15 Employees 22 3.16 Employee Benefit Plans; ESOP 23
PURCHASE AND SALE OF PURCHASED. ASSETS 1 1.1 Basic Transaction 1 1.2 Assumption of Liabilities 5 1.3 Consideration 6 1.4 Proration 7 1.5 Closing Transactions 9 ARTICLE II - CONDITIONS TO CLOSING 10 2.1 Conditions to Purchaser's Obligations 10 2.2 Conditions to Seller's Obligations 14
PURCHASE AND SALE OF PURCHASED. ASSETS 5 2.1 PURCHASE AND SALE. 5 2.2 PURCHASE PRICE. 6 2.3 ALLOCATION OF PURCHASE PRICE. 6 2.4 PAYMENT OF PURCHASE PRICE. 6 2.5 CALCULATION OF EARN-OUT AMOUNT. 6 2.6 ESCROW AND SET-OFF. 7 2.7 TRANSFER TAXES. 7 ARTICLE 3 – ASSUMPTION OF OBLIGATIONS 7 3.1 ASSUMPTION BY THE PURCHASER. 7 ARTICLE 4 – REPRESENTATIONS AND WARRANTIES OF THE VENDOR 8 4.1 REPRESENTATIONS AND WARRANTIES. 8 ARTICLE 5 – REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 11 5.1 REPRESENTATIONS AND WARRANTIES. 11 ARTICLE 6 – COVENANTS OF THE VENDOR 12 6.1 DISCLOSURE OF TRANSACTION. 12 6.2 EXAMINATIONS AND INVESTIGATIONS. 12 6.3 CONDUCT OF BUSINESS PRIOR TO CLOSING. 13 6.4 CONSENTS AND APPROVALS. 14 6.5 REPRESENTATIONS, WARRANTIES AND CONDITIONS. 14 6.6 NON-COMPETITION AND NON-SOLICITATION AGREEMENT. 14 6.7 REFERRAL OF COMMUNICATIONS. 14 6.8 TECHNICAL SUPPORT. 15 6.9 ESCROW AGREEMENT. 15 ARTICLE 7 – COVENANTS OF THE PURCHASER 15 7.1 DISCLOSURE OF TRANSACTION. 15 7.2 REPRESENTATIONS, WARRANTIES AND CONDITIONS. 15 7.3 INFORMING PERSONS DEALING WITH PURCHASED BUSINESS. 15 ARTICLE 8 – SURVIVAL AND INDEMNIFICATION 16 8.1 SURVIVAL OF VENDOR’S REPRESENTATIONS AND WARRANTIES. 16 8.2 SURVIVAL OF PURCHASER’S REPRESENTATIONS AND WARRANTIES. 16 8.3 SURVIVAL OF COVENANTS. 16 8.4 INDEMNIFICATION. 16 8.5 PROCEDURE FOR INDEMNIFICATION. 18 8.6 ADDITIONAL RULES AND PROCEDURES. 19 8.7 RIGHTS CUMULATIVE. 20 ARTICLE 9 – CONDITIONS OF CLOSING IN FAVOUR OF THE PURCHASER 20 9.1 CONDITIONS OF CLOSING. 20 9.2 WAIVER. 22 ARTICLE 10 – CONDITIONS OF CLOSING IN FAVOUR OF THE VENDOR 22 10.1 CONDITIONS OF CLOSING. 22 10.2 WAIVER. 24 ARTICLE 11 – RISK OF LOSS 24 11.1 DAMAGE OR DESTRUCTION. 24 11.2 NOTICE. 24 11.3 NOTICE OF REDUCTION OF PURCHASE PRICE. 25 11.4 PURCHASE PRICE. 25 11.5 EXTENT OF LOSS. 25 11.6 RIGHTS CUMULATIVE. 25 ARTICLE 12 – CLOSING PROCEDURE 25 12.1 CLOSING. 25 12.2 PROCEDURE. 25 ARTICLE 13 – GENERAL 26 13.1 PUBLIC DISCLOSURE. 26 13.2 ARBITRATION. 26 13.3 NOTICE. 26 13.4 COSTS. 27 13.5 TIME OF THE ESSENCE. 27 13.6 FURTHER ACTS. 27 13.7 JURISDICTION. 27 13.8 AMENDMENT. 27 13.9 WAIVER. 28 13.10 ENTIRE AGREEMENT. 28 13.11 SEVERABILITY. 28 13.12 COUNTERPARTS. 28 13.13 ASSIGNMENT. 28 13.14 ENUREMENT AND BINDING EFFECT. 1 SCHEDULES ASSET PURCHASE AGREEMENT DATED the 16th day of July, 2003.
PURCHASE AND SALE OF PURCHASED. ASSETS 6 2.1 Basic Transaction 6 2.2 Assumption of Liabilities 8 2.3 Purchase Price 11
