Common use of Purchase and Sale of Shares and Assets Clause in Contracts

Purchase and Sale of Shares and Assets. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and accept from the Sellers, all of the Sellers’ right, title and interest in and to all of the assets, used or held for use by the Sellers primarily in the Business as it is currently operated (other than the Excluded Assets), as the same may exist as of the Closing (collectively, the “Purchased Assets”), including all of the Sellers’ right, title and interest in the following: (a) the Equity Interests; (b) all accounts receivable and notes receivable and other such claims for money due to the Sellers arising from the arm’s length rendering of services or the sale of the Existing Products or other goods or materials by the Business (including trade account receivables from Honeywell acting through its Honeywell Turbocharger Technologies strategic business unit (“HTT”) solely to the extent reflected in the Final Net Working Capital); (c) all raw materials, packaging materials, manufactured or purchased parts, goods in transit, consigned goods, returned goods, work in process, spare parts and finished goods inventories for the Existing Products or otherwise used or held for use primarily in the Business; (d) all rights and interests in all Contracts to which a Seller or Purchased Entity is a party that relate primarily to the Business (the “Purchased Contracts”); (e) all machinery, equipment, tools, dies, test equipment, furniture, fixtures (trade or otherwise), vehicles, leasehold improvements, office supplies, production supplies, spare and replacement parts, computers, jigs, molds, miscellaneous supplies and other tangible personal properties that are used or held for use primarily in the Business (including the transfer of a Seller’s or Purchased Entity’s rights of possession and custody of such tooling, molds, jigs and other equipment that is owned by certain customers of the Business and that is located on the Property or on the premises of suppliers (including Plant 1 in Freeport, Illinois) of the Business); (f) the Acquired Intellectual Property; (g) other than to the extent not legally assignable even with the consent, authorization, acknowledgement of filing, certification or other approval of the applicable Governmental Authority, all Permits primarily with respect to the conduct of the Business and held by the Sellers; (h) all rights under or pursuant to warranties and guarantees made by suppliers, manufacturers or contractors in connection with products or services provided to the Sellers primarily in connection with the Business; (i) the leasehold interests in the real property described in Section 4.15 of the Disclosure Schedule (the “Leased Real Property”), including all rights and interests of the Sellers in the leases, subleases, licenses, concessions and other agreements therefor; (j) all claims, deposits, prepayments, prepaid assets, refunds (excluding Tax refunds or credits to the extent such refunds or credits are specified as property of the Seller pursuant to Section 8.4(d) hereof), causes of action, credits, choses in action, rights of recovery, rights of set off and rights of recoupment relating primarily to any of the other Purchased Assets, including all rights of the Sellers under any property, casualty, workers’ compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets, but excluding any claims or counterclaims raised in connection with the Excluded Liabilities set forth on Section 4.9 or 4.20 of the Disclosure Schedule; (k) all goodwill associated primarily with the Business or the Purchased Assets, together with the right to represent to third parties that Purchaser is the successor to the Business; (l) all books, records, ledgers, files, documents, correspondence, lists, specifications, drawings, advertising, marketing and promotional materials, studies, business and accounting records of every kind, reports and all other materials (in whatever form or medium) that pertain primarily to the Business; provided, however, that (i) the Sellers shall be entitled to retain copies of any such materials it deems reasonably necessary for human resources, accounting, tax, legal or other business purposes (including with respect to any Excluded Asset or Excluded Liability), (ii) Sellers shall deliver to Purchaser copies of any documents removed from the Purchased Entities’ premises prior to Closing which relate to the Business (subject to Purchaser’s confidentiality obligations and Seller’s right to redact information not related to the Business), and (iii) Seller shall, as promptly as reasonably practicable after receipt of Purchaser’s reasonable advanced written request and provided such request will not unreasonably disrupt any of Sellers’ businesses, make available to Purchaser for inspection at reasonable times (subject to Purchaser’s confidentiality obligations and Seller’s right to redact information not related to the Business), and Purchaser shall, upon reasonable request, have the right to receive copies of, documents to the extent relating (but not primarily) to the Business that are not included in the Purchased Assets, in each case, to the extent reasonably required in connection with the operation of, or for human resources, accounting, tax, legal or other business purposes related to, the Business following the Closing (excluding any of the foregoing that relate to Intellectual Property which shall be governed by the Intellectual Property License Agreement, Section 6.6 and the definition of “Acquired Intellectual Property”); (m) rights to receive and retain mail, payments of receivables and other communications (other than to the extent related to Excluded Assets or Excluded Liabilities); (n) the right to bxxx and receive payment for products shipped or delivered and/or services performed but unbilled or unpaid as of Closing; and (o) any of the foregoing to the extent held by any Honeywell Subsidiary other than the Sellers, and all other properties, assets, rights and interests owned by Sellers or their Affiliates as of the Closing, or in which Sellers or their Affiliates have an interest, in all cases, which are primarily related to the Business and not otherwise Excluded Assets (it being understood that with respect to any such assets described in this clause (o) that may be held by Honeywell Subsidiaries or Affiliates other than the Sellers, the references to “Sellers” in the lead-in sentence to this Section 2.1 shall be deemed to refer to the Sellers and such Subsidiaries and Affiliates that hold such assets); provided, that for the avoidance of doubt, “Purchased Assets” shall include all assets of the Business which would be required by the Specified Accounting Policies to be reflected on the pro forma balance sheet of the Business as of the Closing Date.

Purchase and Sale of Shares and Assets. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and accept from the Sellers, all of the Sellers’ right, title and interest in and to all of the assets, used or held for use by the Sellers primarily in the Business as it is currently operated (other than the Excluded Assets), as the same may exist as of the Closing (collectively, the “Purchased Assets”), including all of the Sellers’ right, title and interest in the following: (a) the Equity Interests; (b) all accounts receivable and notes receivable and other such claims for money due to the Sellers arising from the arm’s length rendering of services or the sale of the Existing Products or other goods or materials by the Business (including trade account receivables from Honeywell acting through its Honeywell Turbocharger Technologies strategic business unit (“HTT”) solely to the extent reflected in the Final Net Working Capital); (c) all raw materials, packaging materials, manufactured or purchased parts, goods in transit, consigned goods, returned goods, work in process, spare parts and finished goods inventories for the Existing Products or otherwise used or held for use primarily in the Business; (d) all rights and interests in all Contracts to which a Seller or Purchased Entity is a party that relate primarily to the Business (the “Purchased Contracts”); (e) all machinery, equipment, tools, dies, test equipment, furniture, fixtures (trade or otherwise), vehicles, leasehold improvements, office supplies, production supplies, spare and replacement parts, computers, jigs, molds, miscellaneous supplies and other tangible personal properties that are used or held for use primarily in the Business (including the transfer of a Seller’s or Purchased Entity’s rights of possession and custody of such tooling, molds, jigs and other equipment that is owned by certain customers of the Business and that is located on the Property or on the premises of suppliers (including Plant 1 in Freeport, Illinois) of the Business); (f) the Acquired Intellectual Property; (g) other than to the extent not legally assignable even with the consent, authorization, acknowledgement of filing, certification or other approval of the applicable Governmental Authority, all Permits primarily with respect to the conduct of the Business and held by the Sellers; (h) all rights under or pursuant to warranties and guarantees made by suppliers, manufacturers or contractors in connection with products or services provided to the Sellers primarily in connection with the Business; (i) the leasehold interests in the real property described in Section 4.15 of the Disclosure Schedule (the “Leased Real Property”), including all rights and interests of the Sellers in the leases, subleases, licenses, concessions and other agreements therefor; (j) all claims, deposits, prepayments, prepaid assets, refunds (excluding Tax refunds or credits to the extent such refunds or credits are specified as property of the Seller pursuant to Section 8.4(d) hereof), causes of action, credits, choses in action, rights of recovery, rights of set off and rights of recoupment relating primarily to any of the other Purchased Assets, including all rights of the Sellers under any property, casualty, workers’ compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets, but excluding any claims or counterclaims raised in connection with the Excluded Liabilities set forth on Section 4.9 or 4.20 of the Disclosure Schedule; (k) all goodwill associated primarily with the Business or the Purchased Assets, together with the right to represent to third parties that Purchaser is the successor to the Business; (l) all books, records, ledgers, files, documents, correspondence, lists, specifications, drawings, advertising, marketing and promotional materials, studies, business and accounting records of every kind, reports and all other materials (in whatever form or medium) that pertain primarily to the Business; provided, however, that (i) the Sellers shall be entitled to retain copies of any such materials it deems reasonably necessary for human resources, accounting, tax, legal or other business purposes (including with respect to any Excluded Asset or Excluded Liability), (ii) Sellers shall deliver to Purchaser copies of any documents removed from the Purchased Entities’ premises prior to Closing which relate to the Business (subject to Purchaser’s confidentiality obligations and Seller’s right to redact information not related to the Business), and (iii) Seller shall, as promptly as reasonably practicable after receipt of Purchaser’s reasonable advanced written request and provided such request will not unreasonably disrupt any of Sellers’ businesses, make available to Purchaser for inspection at reasonable times (subject to Purchaser’s confidentiality obligations and Seller’s right to redact information not related to the Business), and Purchaser shall, upon reasonable request, have the right to receive copies of, documents to the extent relating (but not primarily) to the Business that are not included in the Purchased Assets, in each case, to the extent reasonably required in connection with the operation of, or for human resources, accounting, tax, legal or other business purposes related to, the Business following the Closing (excluding any of the foregoing that relate to Intellectual Property which shall be governed by the Intellectual Property License Agreement, Section 6.6 and the definition of “Acquired Intellectual Property”); (m) rights to receive and retain mail, payments of receivables and other communications (other than to the extent related to Excluded Assets or Excluded Liabilities); (n) the right to bxxx xxxx and receive payment for products shipped or delivered and/or services performed but unbilled or unpaid as of Closing; and (o) any of the foregoing to the extent held by any Honeywell Subsidiary other than the Sellers, and all other properties, assets, rights and interests owned by Sellers or their Affiliates as of the Closing, or in which Sellers or their Affiliates have an interest, in all cases, which are primarily related to the Business and not otherwise Excluded Assets (it being understood that with respect to any such assets described in this clause (o) that may be held by Honeywell Subsidiaries or Affiliates other than the Sellers, the references to “Sellers” in the lead-in sentence to this Section 2.1 shall be deemed to refer to the Sellers and such Subsidiaries and Affiliates that hold such assets); provided, that for the avoidance of doubt, “Purchased Assets” shall include all assets of the Business which would be required by the Specified Accounting Policies to be reflected on the pro forma balance sheet of the Business as of the Closing Date.

Purchase and Sale of Shares and Assets. Subject to the terms and conditions of this Agreement, at At the Closing (as defined belowin Section 1.8), the Sellers Seller Parties shall sell, assignconvey, transfer, convey transfer and deliver assign to Purchaser, and Purchaser shall purchase and accept from the Sellers, all of the Sellers’ their respective right, title and interest interest, of every kind and nature, in and to all of the properties, assets, used or held for use rights and interests, and wherever located and by the Sellers primarily in the Business as it is currently operated (other than the Excluded Assets)whomever possessed, as the same may exist owned by such party as of the Closing (collectivelyrelated to, arising from or used in connection with, the assets set forth on Schedule 1.1 (the “Purchased Assets”), including all of the Sellers’ right, title and interest in the followingbut not limited to: (a) all of the Equity InterestsShares; (b) all accounts receivable of the land owned by the Seller Parties and notes receivable the Water Companies set forth on Schedule 1.1, together with any buildings, structures, pipes, fixtures, fittings and other such claims for money due to the Sellers arising from the arm’s length rendering improvements located thereon, and including, without limitation, that certain eighteen (18) mile canal described on Schedule 1.1 and used in operation of services or the sale of the Existing Products or other goods or materials by the Business (including trade account receivables from Honeywell acting through its Honeywell Turbocharger Technologies strategic business unit (the “HTTCanal”) solely to the extent reflected in the Final Net Working Capital); (c) all raw of the other rights, title, and interests in real property held by the Seller Parties and the Water Companies set forth on Schedule 1.1, including easements, rights of way, water lines, rights of possession and use, licenses, leaseholds, privileges and other appurtenances thereto or otherwise related to the Business (such as appurtenant rights in and to public streets) and all other rights representing less than fee ownership (together with the assets described in 1.1(b) above, the “Real Property”); (d) to the extent not included in clauses (b) and (c) above, all personal property constituting the water appropriation and distribution system belonging to the Seller Parties and the Water Companies and used in operation of the Business, including any pumping facilities, purification and filtration equipment, mains, pipes, fire cisterns, basins, fountains, troughs, meters, xxxxx, hydrants, equipment, machinery, vehicles, tools, dies, spare parts, materials, packaging materialswater supplies, manufactured fixtures and improvements, construction in progress, jigs, molds, patterns, gauges and production fixtures; (e) all of the offices, shops, stores, transportation, laboratory and other equipment used in or purchased parts, goods in transit, consigned goods, returned goods, work in process, spare parts and finished goods inventories necessary for the Existing Products or otherwise operation of the Business, including computers, computer programs and related software (to the extent the foregoing exists and, in the case of programs and software, as permitted by any related licenses), except the office at 0000 Xxxxxxxx Xxxxxx and any equipment therein not exclusively used or held for use primarily in the operation of the Business; (f) and all other equipment, machinery, furniture, leasehold improvements, fixtures, structures, related capitalized items and other tangible property used in operation of the Business, except any of the foregoing that is located in the office at 0000 Xxxxxxxx Xxxxxx and is not used exclusively in the operation of the Business (together with all items described in clauses (d) and (e) above (the “Tangible Property”); (g) all of the water appropriation and distribution rights set forth on Schedule 1.1, including, without limitation, (i) any and all water rights provided under the court judgment entitled Western Municipal Water District of Riverside County, et al., v. East San Bernardino County Water District, et. al., (ii) any and all water rights provided under common law, including, but not limited to any overlying water rights, riparian water rights, prescriptive water rights, water rights appurtenant to the land and appropriative rights, and (iii) all water appropriation rights of 350IWC based on, among other things, historical pumping records (collectively, the “Historical Rights”), and (ii) all water distribution rights of West Riverside (the “Distribution Rights,” and together with the Historical Rights, the “Water Rights”), necessary for the Water Companies to own and operate the Business. (h) all of the rights and interests obligations of the Seller Parties or the Water Companies under the contracts and agreements described in all Contracts Schedule 1.1 that relate to the Business to which a Seller or Purchased Entity such party is a party or by which it or any of its properties or assets may be bound that relate primarily is or may become material to the Business Assets (the “Purchased Contracts”); (ei) all machinery, equipment, tools, dies, test equipment, furniture, fixtures (trade or otherwise), vehicles, leasehold improvements, office supplies, production supplies, spare and replacement parts, computers, jigs, molds, miscellaneous supplies and other tangible personal properties that are used or held for use primarily in the Business (including the transfer of a Seller’s or Purchased Entity’s intellectual property rights of possession and custody of such tooling, molds, jigs and other equipment that is owned by certain customers of the Business and that is located on the Property or on the premises of suppliers (including Plant 1 in Freeport, Illinois) of related to the Business); (f) the Acquired Intellectual Property; (g) other than to the extent not legally assignable even with the consent, authorization, acknowledgement of filing, certification or other approval of the applicable Governmental Authority, all Permits primarily with respect to the conduct of the Business and held by the Sellers; (h) all rights under or pursuant to warranties and guarantees made by suppliers, manufacturers or contractors in connection with products or services provided to the Sellers primarily in connection with the Business; (i) the leasehold interests in the real property described in Section 4.15 of the Disclosure Schedule (the “Leased Real Property”), including all rights and interests of the Sellers in the leases, subleases, licenses, concessions and other agreements therefor; (j) all claims, deposits, prepayments, prepaid assets, refunds (excluding Tax refunds or credits to the extent such refunds or credits are specified as property of the Seller pursuant to Section 8.4(d) hereof), causes of action, credits, choses in action, rights of recovery, rights of set off and rights of recoupment relating primarily to any of the other Purchased Assets, including all rights of the Sellers under any property, casualty, workersBusiness’ compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets, but excluding any claims or counterclaims raised in connection with the Excluded Liabilities set forth on Section 4.9 or 4.20 of the Disclosure Schedulegoodwill; (k) all goodwill associated primarily with the Business information, whether or the Purchased Assetsnot proprietary, together with the right to represent to third parties that Purchaser is the successor relates to the Business, including but not limited to the Contracts, commitments, deposits, rebates, refunds, accounts, billing, customer service, meter readings, computer records, data, and other records and systems, however described, necessary or useful to the operation of the Business as a going concern, including any information, documents and data stored in any medium in the possession of any affiliate of or contractor to any of the Seller Parties or Water Companies and used in operation of the Business, and all engineering, geographical and other reports and surveys relating to its Business (the “Books and Records”); (l) all books, records, ledgers, files, documents, correspondence, lists, specifications, drawings, advertising, marketing and promotional materials, studies, business and accounting records of every kind, reports and all other materials (in whatever form or medium) that pertain primarily accounts receivable relating to the Business; provided, however, that (i) the Sellers shall be entitled to retain copies of any such materials it deems reasonably necessary for human resources, accounting, tax, legal or other business purposes (including with respect to any Excluded Asset or Excluded Liability), (ii) Sellers shall deliver to Purchaser copies of any documents removed from the Purchased Entities’ premises prior to Closing which relate to the Business (subject to Purchaser’s confidentiality obligations and Seller’s right to redact information not related to the Business), and (iii) Seller shall, as promptly as reasonably practicable after receipt of Purchaser’s reasonable advanced written request and provided such request will not unreasonably disrupt any of Sellers’ businesses, make available to Purchaser for inspection at reasonable times (subject to Purchaser’s confidentiality obligations and Seller’s right to redact information not related to the Business), and Purchaser shall, upon reasonable request, have the right to receive copies of, documents to the extent relating (but not primarily) to the Business that are not included in the Purchased Assets, in each case, to the extent reasonably required in connection with the operation of, or for human resources, accounting, tax, legal or other business purposes related to, the Business following the Closing (excluding any of the foregoing that relate to Intellectual Property which shall be governed by the Intellectual Property License Agreement, Section 6.6 and the definition of “Acquired Intellectual Property”)Contracts; (m) all rights to receive insurance and retain mail, payments of receivables and other communications (other than condemnation proceeds to the extent related relating to Excluded any damage, destruction, taking or other impairment of the Assets which damage, destruction, taking or Excluded Liabilities);other impairment occurs on or prior to the Closing Date; and (n) all available supplies, sales literature, promotional literature, customer, supplier and distributor lists, telephone and fax numbers and purchasing records related to the right to bxxx Assets being purchased and receive payment for products shipped or delivered and/or services performed but unbilled or unpaid as the operation of Closing; andthe Business; (o) any provided however, that notwithstanding the foregoing, prior to the Closing Date, Purchaser may elect, in its sole and absolute discretion, to not purchase the Shares and instead acquire the other Assets of IHWCC, 350IWC and West Riverside necessary or desirable for the operation of the foregoing Business, such Assets as described in clauses (b) through (n) above, for the Purchase Price (defined in Section 1.4), under the same terms and conditions set forth herein (the “Asset Purchase Election”). In the event that Purchaser makes the Asset Purchase Election, all of the representations warranties, covenants, conditions and other terms of this Agreement shall continue in full force and effect, except that: (i) Section 1.1(a) shall no longer be in effect, such that the Shares shall not be part of the Assets and their respective certificates shall not be conveyed nor delivered to the extent held by any Honeywell Subsidiary other than the Sellers, and all other properties, assets, rights and interests owned by Sellers or their Affiliates as of Purchaser at the Closing, or in which Sellers or their Affiliates have an interest, in all cases, which are primarily related to the Business and not otherwise Excluded Assets (it being understood that with respect to any such assets described in this clause (oii) that may be held by Honeywell Subsidiaries or Affiliates other than the Sellers, the references to “Sellers” in the lead-in sentence to this Section Schedule 2.1 shall be deemed amended to refer to eliminate the Sellers Shares from the list of Assets thereon, (iii) the representations and such Subsidiaries and Affiliates that hold such assetswarranties regarding the Shares contained in Section 2.1(b); provided, that for the avoidance of doubt, “Purchased Assets” clauses (ii) through (vi) shall include all assets of the Business which would be required by the Specified Accounting Policies cease to be reflected on in effect, and (iv) the pro forma balance sheet of the Business as of the Closing Datetax election set forth in Section 1.6 shall cease to be necessary or in effect.

Purchase and Sale of Shares and Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing (as defined below)Closing, the Sellers shall Seller agrees to sell, assignconvey, transfer, convey assign and deliver to PurchaserBuyer and the Buying Subsidiaries, and Purchaser shall purchase to cause the Selling Subsidiaries to sell, convey, transfer, assign and accept from deliver to Buyer and the SellersBuying Subsidiaries, all of and Buyer agrees to purchase, or cause the Sellers’ right, title and interest in and applicable Buying Subsidiary to all of the assets, used or held for use by the Sellers primarily in the Business as it is currently operated (other than the Excluded Assets)purchase, as the same case may exist be, from Seller and the Selling Subsidiaries, free and clear of all Encumbrances other than, in the case of the Transferred Assets, the Permitted Encumbrances, (i) the Shares and (ii) the following assets and properties of the Asset Sale Subsidiaries existing as of the Closing Date (collectively, the “Purchased Transferred Assets”), including all of the Sellers’ right, title and interest in the following:): (a) the Equity Interestsland, building and improvements located at those Transferred Facilities owned in fee (or related concepts under local laws) by an Asset Sale Subsidiary and set forth on Schedule 2.1(a) (the “Transferred Owned Real Property”); (b) all accounts receivable the land, building and notes receivable improvements located at those Transferred Facilities leased or subleased by an Asset Sale Subsidiary and other such claims for money due to set forth on Schedule 2.1(b) (the Sellers arising from “Transferred Leased Real Property”), and together with the arm’s length rendering of services or Transferred Owned Real Property, the sale of the Existing Products or other goods or materials by the Business (including trade account receivables from Honeywell acting through its Honeywell Turbocharger Technologies strategic business unit (“HTTTransferred Real Property”) solely to the extent reflected in the Final Net Working Capital); (c) all raw materialsthe Accounts Receivable; (d) the Fixtures and Equipment, packaging materialsand the customer molds and tooling included in the non-current assets within the calculation of Net Debt; (e) the Inventory and the Supplies; (f) subject to Section 5.7, manufactured the Intellectual Property and Technology that are owned by Seller or purchased partsan Asset Sale Subsidiary, goods in transitand used, consigned goods, returned goods, work in process, spare parts and finished goods inventories for the Existing Products or otherwise used or held for use or, if not currently in use, contemplated to be used primarily in the Business; (dg) all rights Transferred Contracts and interests in all Contracts to which a Seller or Purchased Entity is a party that relate primarily to the Business (the “Purchased Contracts”); (e) all machinery, equipment, tools, dies, test equipment, furniture, fixtures (trade or otherwise), vehicles, leasehold improvements, office supplies, production supplies, spare and replacement parts, computers, jigs, molds, miscellaneous supplies and other tangible personal properties that are used or held for use primarily in the Business (including the transfer of a Seller’s or Purchased Entity’s rights of possession and custody of such tooling, molds, jigs and other equipment that is owned by certain customers of the Business and that is located on the Property or on the premises of suppliers (including Plant 1 in Freeport, Illinois) of the Business); (f) the Acquired Intellectual Property; (g) other than to the extent not legally assignable even with the consent, authorization, acknowledgement of filing, certification or other approval of the applicable Governmental Authority, all Permits primarily with respect to the conduct of the Business and held by the SellersTransferred Leases; (h) all rights under or pursuant to warranties and guarantees made by suppliers, manufacturers or contractors in connection with products or services provided goodwill related to the Sellers Business (including all goodwill related to the registered and unregistered trademarks, service marks, trade names, logos, slogans, trade dress, domain names, packaging designs and other design rights included in the Transferred Assets or owned by the Transferred Companies); (i) subject to Section 5.7, all advertising materials, marketing plans, distribution programs, customer lists and other similar information primarily used or held for use in connection with the Business; (ij) the leasehold interests any Books and Records, except those Books and Records in the real property described in Section 4.15 possession of Seller’s independent public accountants (including the Disclosure Schedule (the “Leased Real Property”workpapers of such independent public accountants), including all rights and interests of the Sellers in the leases, subleases, licenses, concessions and other agreements therefor; (j) all claims, deposits, prepayments, prepaid assets, refunds (excluding Tax refunds or credits to the extent such refunds or credits are specified as property of the Seller pursuant to Section 8.4(d) hereof), causes of action, credits, choses in action, rights of recovery, rights of set off and rights of recoupment relating primarily to any of the other Purchased Assets, including all rights of the Sellers under any property, casualty, workers’ compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets, but excluding any claims or counterclaims raised in connection with the Excluded Liabilities set forth on Section 4.9 or 4.20 of the Disclosure Schedule; (k) all goodwill associated computer hardware, stored data and owned computer software and related documentation (including source code and systems documentation) and all licensed software (to the extent that any such licenses are freely assignable) primarily with the Business used or the Purchased Assets, together with the right to represent to third parties that Purchaser is the successor to held for use in the Business; (l) all booksany Permits issued to Seller or a Selling Subsidiary, recordsincluding Environmental Permits, ledgers, files, documents, correspondence, lists, specifications, drawings, advertising, marketing and promotional materials, studies, business and accounting records of every kind, reports and all other materials (in whatever form or medium) that pertain used primarily to the Business; provided, however, that (i) the Sellers shall be entitled to retain copies of any such materials it deems reasonably necessary for human resources, accounting, tax, legal or other business purposes (including with respect to any Excluded Asset or Excluded Liability), (ii) Sellers shall deliver to Purchaser copies of any documents removed from the Purchased Entities’ premises prior to Closing which relate to the Business (subject to Purchaser’s confidentiality obligations and Seller’s right to redact information not related to the Business), and (iii) Seller shall, as promptly as reasonably practicable after receipt of Purchaser’s reasonable advanced written request and provided such request will not unreasonably disrupt any of Sellers’ businesses, make available to Purchaser for inspection at reasonable times (subject to Purchaser’s confidentiality obligations and Seller’s right to redact information not related to the Business), and Purchaser shall, upon reasonable request, have the right to receive copies of, documents to the extent relating (but not primarily) to the Business that are not included in the Purchased Assets, in each case, to the extent reasonably required in connection with the operation of, or for human resources, accounting, tax, legal or other business purposes related to, the Business following the Closing (excluding any of the foregoing that relate to Intellectual Property which shall be governed their transfer is permitted by the Intellectual Property License Agreement, Section 6.6 and the definition of “Acquired Intellectual Property”)Law; (m) rights any causes of action, lawsuits, judgments, claims and demands of any nature that arose or arise or relate to receive and retain mailevents that occurred prior to the date hereof or that occur prior to, payments at or following the Closing if the same arose or arise, as the case may be, out of receivables and other communications or are related to any of the Transferred Assets or Assumed Liabilities, whether arising by way of counterclaim or otherwise (other than any such causes of action, lawsuits, judgments, claims and demands against Seller or its Affiliates that do not relate to arms-length purchase and sale of products between Seller or its Affiliates and the extent related to Excluded Assets Business on the same basis as Seller, its Affiliates or Excluded Liabilitiesthe Business conducts business with third parties); (n) any deposit or prepaid expenses or other payments relating to any Transferred Assets; (o) all refunds of Taxes described in Section 2.3(e) and refunds of Transfer Taxes to the right extent such refunds are due to bxxx and receive payment for products shipped or delivered and/or services performed but unbilled or unpaid as of ClosingBuyer pursuant to Section 2.8; and (op) those assets and rights listed on Schedule 2.1(p) hereto. Notwithstanding anything to the contrary contained in this Agreement, Seller and the Selling Subsidiaries may retain copies of any Contract, lease, Books and Records or any other document or materials. Buyer and Seller agree and acknowledge that, insofar as assets owned or leased by any of the foregoing to the extent held Transferred Companies are being transferred by any Honeywell Subsidiary other than the Sellers, and all other properties, assets, rights and interests owned operation of law by Sellers or their Affiliates as sale of the ClosingShares, or in which Sellers or their Affiliates have an interest, in all cases, which are primarily related to the Business and not otherwise Excluded Assets (it being understood that with respect to any such assets described in this clause (o) that may be held by Honeywell Subsidiaries or Affiliates other than the Sellers, the references to “Sellers” in the lead-in sentence to this Section 2.1 shall be deemed to refer to the Sellers and such Subsidiaries and Affiliates that hold such assets); provided, that for the avoidance of doubt, “Purchased Assets” shall include all remain assets of such Transferred Company after the Business which would be required by the Specified Accounting Policies to be reflected on the pro forma balance sheet of the Business as of the Closing DateClosing.

Purchase and Sale of Shares and Assets. Subject to the terms and conditions of this Agreement, at At the Closing (as defined belowin Section 1.8), the Sellers Seller Parties shall sell, assignconvey, transfer, convey transfer and deliver assign to Purchaser, and Purchaser shall purchase and accept from the Sellers, all of the Sellers’ their respective 953484.15 right, title and interest interest, of every kind and nature, in and to all of the properties, assets, used or held for use rights and interests, and wherever located and by the Sellers primarily in the Business as it is currently operated (other than the Excluded Assets)whomever possessed, as the same may exist owned by such party as of the Closing (collectivelyrelated to, arising from or used in connection with, the assets set forth on Schedule 1.1 (the “Purchased Assets”), including all of the Sellers’ right, title and interest in the followingbut not limited to: (a) all of the Equity InterestsShares; (b) all accounts receivable of the land owned by the Seller Parties and notes receivable the Water Companies set forth on Schedule 1.1, together with any buildings, structures, pipes, fixtures, fittings and other such claims for money due to the Sellers arising from the arm’s length rendering improvements located thereon, and including, without limitation, that certain eighteen (18) mile canal described on Schedule 1.1 and used in operation of services or the sale of the Existing Products or other goods or materials by the Business (including trade account receivables from Honeywell acting through its Honeywell Turbocharger Technologies strategic business unit (the “HTTCanal”) solely to the extent reflected in the Final Net Working Capital); (c) all raw materialsof the other rights, packaging materialstitle, manufactured or purchased partsand interests in real property held by the Seller Parties and the Water Companies set forth on Schedule 1.1, goods in transitincluding easements, consigned goodsrights of way, returned goodswater lines, work in processrights of possession and use, spare parts licenses, leaseholds, privileges and finished goods inventories for the Existing Products other appurtenances thereto or otherwise used or held for use primarily related to the Business (such as appurtenant rights in and to public streets) and all other rights representing less than fee ownership (together with the Businessassets described in 1.1(b) above, the “Real Property”); (d) all rights and interests in all Contracts to which a Seller or Purchased Entity is a party that relate primarily to the Business extent not included in clauses (b) and (c) above, all personal property constituting the “Purchased Contracts”)water appropriation and distribution system belonging to the Seller Parties and the Water Companies and used in operation of the Business, including any pumping facilities, purification and filtration equipment, mains, pipes, fire cisterns, basins, fountains, troughs, meters, xxxxx, hydrants, equipment, machinery, vehicles, tools, dies, spare parts, materials, water supplies, fixtures and improvements, construction in progress, jigs, molds, patterns, gauges and production fixtures; (e) all machineryof the offices, equipmentshops, toolsstores, diestransportation, test equipment, furniture, fixtures (trade or otherwise), vehicles, leasehold improvements, office supplies, production supplies, spare and replacement parts, computers, jigs, molds, miscellaneous supplies and other tangible personal properties that are used or held for use primarily in the Business (including the transfer of a Seller’s or Purchased Entity’s rights of possession and custody of such tooling, molds, jigs laboratory and other equipment that is owned by certain customers of used in or necessary for the Business and that is located on the Property or on the premises of suppliers (including Plant 1 in Freeport, Illinois) operation of the Business, including computers, computer programs and related software (to the extent the foregoing exists and, in the case of programs and software, as permitted by any related licenses), except the office at 0000 Xxxxxxxx Xxxxxx and any equipment therein not exclusively used in the operation of the Business; (f) and all other equipment, machinery, furniture, leasehold improvements, fixtures, structures, related capitalized items and other tangible property used in operation of the Acquired Intellectual Business, except any of the foregoing that is located in the office at 0000 Xxxxxxxx Xxxxxx and is not used exclusively in the operation of the Business (together with all items described in clauses (d) and (e) above (the “Tangible Property”); (g) other than all of the water appropriation and distribution rights set forth on Schedule 1.1, including, without limitation, (i) any and all water rights provided under the court judgment entitled Western Municipal Water District of Riverside County, et al., v. East San Bernardino County Water District, et. al., (ii) any and all water rights provided under common law, including, but not limited to any overlying water rights, riparian water rights, prescriptive water rights, water rights appurtenant to the extent not legally assignable even land and appropriative rights, and (iii) all water appropriation rights of 350IWC based on, among other things, historical pumping records (collectively, the “Historical Rights”), and (ii) all water distribution rights of West Riverside 953484.15 (the “Distribution Rights,” and together with the consentHistorical Rights, authorizationthe “Water Rights”), acknowledgement of filing, certification or other approval of necessary for the applicable Governmental Authority, all Permits primarily with respect Water Companies to own and operate the conduct of the Business and held by the Sellers;Business. (h) all of the rights and obligations of the Seller Parties or the Water Companies under or pursuant to warranties the contracts and guarantees made by suppliers, manufacturers or contractors agreements described in connection with products or services provided Schedule 1.1 that relate to the Sellers primarily in connection with Business to which such party is a party or by which it or any of its properties or assets may be bound that is or may become material to the BusinessAssets (the “Contracts ”); (i) all intellectual property rights related to the leasehold interests in the real property described in Section 4.15 of the Disclosure Schedule (the “Leased Real Property”), including all rights and interests of the Sellers in the leases, subleases, licenses, concessions and other agreements thereforBusiness; (j) all claims, deposits, prepayments, prepaid assets, refunds (excluding Tax refunds or credits to the extent such refunds or credits are specified as property of the Seller pursuant to Section 8.4(d) hereof), causes of action, credits, choses in action, rights of recovery, rights of set off and rights of recoupment relating primarily to any of the other Purchased Assets, including all rights of the Sellers under any property, casualty, workersBusiness’ compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets, but excluding any claims or counterclaims raised in connection with the Excluded Liabilities set forth on Section 4.9 or 4.20 of the Disclosure Schedulegoodwill; (k) all goodwill associated primarily with the Business information, whether or the Purchased Assetsnot proprietary, together with the right to represent to third parties that Purchaser is the successor relates to the Business, including but not limited to the Contracts, commitments, deposits, rebates, refunds, accounts, billing, customer service, meter readings, computer records, data, and other records and systems, however described, necessary or useful to the operation of the Business as a going concern, including any information, documents and data stored in any medium in the possession of any affiliate of or contractor to any of the Seller Parties or Water Companies and used in operation of the Business, and all engineering, geographical and other reports and surveys relating to its Business (the “Books and Records”); (l) all books, records, ledgers, files, documents, correspondence, lists, specifications, drawings, advertising, marketing and promotional materials, studies, business and accounting records of every kind, reports and all other materials (in whatever form or medium) that pertain primarily accounts receivable relating to the Business; provided, however, that (i) the Sellers shall be entitled to retain copies of any such materials it deems reasonably necessary for human resources, accounting, tax, legal or other business purposes (including with respect to any Excluded Asset or Excluded Liability), (ii) Sellers shall deliver to Purchaser copies of any documents removed from the Purchased Entities’ premises prior to Closing which relate to the Business (subject to Purchaser’s confidentiality obligations and Seller’s right to redact information not related to the Business), and (iii) Seller shall, as promptly as reasonably practicable after receipt of Purchaser’s reasonable advanced written request and provided such request will not unreasonably disrupt any of Sellers’ businesses, make available to Purchaser for inspection at reasonable times (subject to Purchaser’s confidentiality obligations and Seller’s right to redact information not related to the Business), and Purchaser shall, upon reasonable request, have the right to receive copies of, documents to the extent relating (but not primarily) to the Business that are not included in the Purchased Assets, in each case, to the extent reasonably required in connection with the operation of, or for human resources, accounting, tax, legal or other business purposes related to, the Business following the Closing (excluding any of the foregoing that relate to Intellectual Property which shall be governed by the Intellectual Property License Agreement, Section 6.6 and the definition of “Acquired Intellectual Property”)Contracts; (m) all rights to receive insurance and retain mail, payments of receivables and other communications (other than condemnation proceeds to the extent related relating to Excluded any damage, destruction, taking or other impairment of the Assets which damage, destruction, taking or Excluded Liabilities);other impairment occurs on or prior to the Closing Date; and (n) all available supplies, sales literature, promotional literature, customer, supplier and distributor lists, telephone and fax numbers and purchasing records related to the right to bxxx Assets being purchased and receive payment for products shipped or delivered and/or services performed but unbilled or unpaid as the operation of Closing; andthe Business; (o) any provided however, that notwithstanding the foregoing, prior to the Closing Date, Purchaser may elect, in its sole and absolute discretion, to not purchase the Shares and instead acquire the other Assets of IHWCC, 350IWC and West Riverside necessary or desirable for the operation of the foregoing Business, such Assets as described in clauses (b) through (n) above, for the Purchase Price (defined in Section 1.4), under the same terms and conditions set forth herein (the “Asset Purchase Election”). In the event that Purchaser makes the Asset Purchase Election, all of the representations warranties, covenants, conditions and other terms of this Agreement shall continue in full force and effect, except that: (i) Section 1.1(a) shall no longer be in effect, such that the Shares shall not be part of the Assets and their respective certificates shall not be conveyed nor delivered to the extent held by any Honeywell Subsidiary other than the Sellers, and all other properties, assets, rights and interests owned by Sellers or their Affiliates as of Purchaser at the Closing, or in which Sellers or their Affiliates have an interest, in all cases, which are primarily related to the Business and not otherwise Excluded Assets (it being understood that with respect to any such assets described in this clause (oii) that may be held by Honeywell Subsidiaries or Affiliates other than the Sellers, the references to “Sellers” in the lead-in sentence to this Section Schedule 2.1 shall be deemed amended to refer to eliminate the Sellers Shares from the list of Assets thereon, (iii) the representations and such Subsidiaries and Affiliates that hold such assetswarranties regarding the Shares contained in Section 2.1(b); provided, that for the avoidance of doubt, “Purchased Assets” clauses (ii) through (vi) shall include all assets of the Business which would be required by the Specified Accounting Policies cease to be reflected on in effect, and (iv) the pro forma balance sheet of the Business as of the Closing Datetax election set forth in Section 1.6 shall cease to be necessary or in effect.