Common use of Purchase and Sale of the Business Clause in Contracts

Purchase and Sale of the Business. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing: (i) AAR International shall sell, convey, transfer, assign and deliver to German Buyer, and German Buyer shall purchase from AAR International, all of AAR International’s right, title and interest in and to the Shares of Telair, free and clear of all Encumbrances; the Shares (Geschäftsanteile) of Telair shall not pass in rem (dinglich) on the basis of this Agreement but shall be transferred in a separate transfer agreement (the “Telair Transfer Deed”), which AAR International and German Buyer shall conclude before a notary public in Germany or Switzerland on or prior to the Closing Date notarizing the Telair Transfer Deed; provided, however, that the transfer of the Shares of Telair under the Telair Transfer Deed shall be subject to the condition precedent (aufschiebende Bedingung) of the payment of the Initial Purchase Price in accordance with Section 2.5(b) and 2.5(c)(i); and (ii) AAR International shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from AAR International, all of AAR International’s right, title and interest in and to the Shares of Nordisk, free and clear of all Encumbrances; and (b) AAR Manufacturing shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from AAR Manufacturing, all of AAR Manufacturing’s right, title and interest in and to (i) all of the assets, rights, interests and properties of AAR Manufacturing that are used in the Telair U.S. Business, including the assets set forth in Section 2.1(b)(i) of the Seller Disclosure Letter, and (ii) all of the assets, rights, interests and properties that are owned, leased or licensed by AAR Manufacturing and are used in the Nordisk Business and/or the Telair Europe Business, including the assets set forth in Section 2.1(b)(ii) of the Seller Disclosure Letter (such assets described in clauses (i) and (ii) are collectively referred to herein as the “Telair U.S. Assets”), in each case, as the same shall exist as of the Effective Time free and clear of all Encumbrances, except Permitted Encumbrances. Notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Contract, Books and Records or any other document or materials that are included in the Business Assets.

Purchase and Sale of the Business. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing: (ia) AAR International Seller shall sell, convey, transfer, assign and deliver and shall cause each other relevant member of the Seller Group to German sell, convey, transfer, assign and deliver, to Buyer, or a Subsidiary of Buyer designated by Buyer in writing to Seller not less than three Business Days prior to the Closing, and German Buyer or such Subsidiary shall purchase from AAR Internationalthe Seller Group, all of AAR InternationalSeller’s and each other member of the Seller Group’s right, title and interest in and to the Shares free and clear of Telairall Liens; and (b) Immediately following the transactions contemplated by Section 2.1(a), Seller shall sell, assign, transfer, convey and deliver, and shall cause each other relevant member of the Retained Companies to sell, assign, transfer, convey and deliver, to Buyer, or a Subsidiary of Buyer designated by Buyer in writing to Seller not less than three Business Days prior to the Closing, and Buyer or such Subsidiary shall purchase, acquire and accept from the Retained Companies, free and clear of Liens except for Permitted Liens, the entire right, title and interest of Seller and each other member of the Retained Companies in, to and under all Encumbrances; of the Shares (Geschäftsanteile) assets, properties and rights of Telair shall not pass in rem (dinglich) on every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the basis of this Agreement but shall be transferred in a separate transfer agreement Business other than the Excluded Assets (the “Telair Transfer DeedPurchased Assets”). The Purchased Assets include the following assets, which AAR International properties and German Buyer shall conclude before a notary public rights, in Germany each case to the extent Related to the Business: (i) all Inventory and Instruments (in the case of the Direct Inventory and Instruments and the Distributor Inventory and Instruments, whether or Switzerland not Related to the Business); (ii) all Equipment; (iii) all of the Seller Group’s interest in the Intellectual Property set forth on or prior Schedule 2.1(b)(iii); (iv) the Contracts Related to the Business, including those entered into by any member of the Retained Companies between the date hereof and the Closing Date notarizing in compliance with the Telair Transfer Deedprovisions of this Agreement, and the Contracts set forth on Schedule 2.1(b)(iv) and the Assumed Employment Contracts (collectively, the “Assigned Contracts”); (v) all Business Authorizations to the extent transferable under and consistent with applicable Law, other than Product Registrations; (vi) the Product Registrations set forth on Schedule 2.1(b)(vi); (vii) all Accounts Receivable of Alphatec Spine Italy and Alphatec Spine UK; (viii) all Books and Records; (ix) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities; (x) all insurance benefits, including rights and proceeds, arising from or relating to the Purchased Assets or the Assumed Liabilities; (xi) all prepaid expenses Related to the Business; (xii) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by any member of the Retained Companies for the performance of an Assigned Contract; (xiii) all assets related to the Assumed Benefit Plans; (xiv) to the extent not included elsewhere in Section 2.1(b), all Working Capital Assets; (xv) the Credit (as such term is defined in the Supply Agreement) for purposes of future purchases of Products (as such term is defined in the Supply Agreement); and (xvi) all goodwill of the Business as going concern; provided, however, that the transfer of the Shares of Telair under the Telair Transfer Deed shall be subject to the condition precedent (aufschiebende Bedingung) of the payment of the Initial Purchase Price in accordance with Section 2.5(b) and 2.5(c)(i); and (ii) AAR International shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from AAR International, all of AAR International’s right, title and interest in and to the Shares of Nordisk, free and clear of all Encumbrances; and (b) AAR Manufacturing shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from AAR Manufacturing, all of AAR Manufacturing’s right, title and interest in and to (i) all of the assets, rights, interests and properties of AAR Manufacturing that are used in the Telair U.S. Business, including the assets set forth in Section 2.1(b)(i) of the Seller Disclosure Letter, and (ii) all of the assets, rights, interests and properties that are owned, leased or licensed by AAR Manufacturing and are used in the Nordisk Business and/or the Telair Europe Business, including the assets set forth in Section 2.1(b)(ii) of the Seller Disclosure Letter (such assets described in clauses (i) and (ii) are collectively referred to herein as the “Telair U.S. Assets”), in each case, as the same shall exist as of the Effective Time free and clear of all Encumbrances, except Permitted Encumbrances. Notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies an archival copy of any Contractall Assigned Contracts, Product Registrations and Books and Records or any and other document documents or materials that are included in the Business Assetsconveyed hereunder (subject to Seller’s confidentiality obligations pursuant to Section 6.4 hereof).

Purchase and Sale of the Business. Upon In addition to the rights and assets directly and indirectly conveyed pursuant to Section 2.1, upon the terms and subject to the conditions set forth in this Agreement, at the Closing: (i) AAR International , Seller shall sell, convey, transfer, assign assign, convey and deliver (or cause to German be assigned, transferred, assigned, conveyed or delivered) to Buyer, and German Buyer shall purchase from AAR International, all of AAR International’s right, title and interest in and cause its Controlled Affiliates (other than the Acquired Entity) to the Shares of Telair, free and clear of all Encumbrances; the Shares (Geschäftsanteile) of Telair shall not pass in rem (dinglich) on the basis of this Agreement but shall be transferred in a separate transfer agreement (the “Telair Transfer Deed”), which AAR International and German Buyer shall conclude before a notary public in Germany or Switzerland on or prior to the Closing Date notarizing the Telair Transfer Deed; provided, however, that the transfer of the Shares of Telair under the Telair Transfer Deed shall be subject to the condition precedent (aufschiebende Bedingung) of the payment of the Initial Purchase Price in accordance with Section 2.5(b) and 2.5(c)(i); and (ii) AAR International shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from AAR InternationalSeller and its Controlled Affiliates (other than the Acquired Entity), as applicable, in each case, free and clear of all Encumbrances, all of AAR InternationalSeller’s and its Controlled Affiliates’ (other than the Acquired Entity) right, title and interest in and to the Shares Purchased Assets, including the following (which, for the avoidance of Nordiskdoubt, free shall exclude the Excluded Assets): (a) all Contracts primarily used in, held for use in, or necessary to conduct the Business (other than those where the Acquired Entity is the sole entity Affiliated with Seller that is a party thereto), including those set forth on Section 2.2(a) of the Disclosure Schedule (the “Assigned Contracts”), and clear all rights of all Encumbrances; andSeller and its Controlled Affiliates (other than the Acquired Entity) thereunder except for any rights, causes of action, choses in action, rights of recovery or indemnification, insurance benefits, rights of set-off of any kind, lawsuits, claims, bankruptcy claims or proofs of claims and demands of any nature of Seller and its Controlled Affiliates (other than the Acquired Entity) with respect to matters arising prior to Closing under the Assigned Contracts that are not Assumed Liabilities; (b) AAR Manufacturing shall sellall rights under any restrictive covenant, conveyconfidentiality, transfernon-disclosure or invention assignment Contract to the extent primarily used in, assign held for use in, or related to the operation or protection of the Business, or the use of the Purchased Assets following the Closing (or, in each case, any portion thereof); (c) the Inventory (excluding inventory held by the Acquired Entity); (d) all rights and deliver to Buyerbenefits of the credits, rebates, advance payments, security, charges, sums and Buyer shall purchase from AAR Manufacturingfees, all prepaid expenses, surety accounts and other similar deposits of AAR Manufacturing’s rightthe Business, title and interest in and to including (i) all escrow monies and funds held in trust on behalf of Seller or any of its Controlled Affiliates (other than the Acquired Entity) solely for the benefit of the assets, rights, interests and properties of AAR Manufacturing that are used in the Telair U.S. Business, including the assets set forth in Section 2.1(b)(i) of the Seller Disclosure Letter, and Business or (ii) all security deposits in the possession of landlords, utility companies or other third Persons (including Governmental Authorities) and held on behalf of Seller or any of its Affiliates (other than the Acquired Entity) solely for the benefit of the assets, rights, interests and properties that are owned, leased or licensed by AAR Manufacturing and are used Business (the items in the Nordisk Business and/or the Telair Europe Business, including the assets set forth in Section 2.1(b)(ii) of the Seller Disclosure Letter (such assets described in clauses clause (i) and (ii) are collectively referred to herein as the ), “Telair U.S. AssetsBusiness Restricted Cash”), but excluding, for the avoidance of doubt, any such items that are related to Taxes; (e) all rights under warranties, indemnities and other similar rights against third parties to the extent related to any of the Purchased Assets, including all rights under express or implied warranties and guarantees from suppliers or distributors with respect to the Assigned Contracts; (f) without limitation of Section 6.20(b), all rights to causes of action, choses in action, rights of recovery or indemnification, insurance benefits, rights of set-off of any kind, lawsuits, claims, bankruptcy claims or proofs of claims and demands of any nature, in each case, as primarily related or necessary to the same shall exist Business, or related to the Purchased Assets or Assumed Liabilities, and all rights to proceeds therefrom, excluding, for the avoidance of doubt, any such items that are related to Taxes and any rights, causes of action, choses in action, rights of recovery or indemnification, insurance benefits, rights of set-off of any kind, lawsuits, claims, bankruptcy claims or proofs of claims and demands of any nature of Seller and its Controlled Affiliates (other than the Acquired Entity) with respect to any matters arising prior to Closing that are not Assumed Liabilities; (g) all tangible property, furniture, machinery, vehicles, spare parts, equipment, tools, supplies, and other tangible personal property or similar fixed assets primarily related to the Business, including those items listed on Section 2.2(g) of the Disclosure Schedule; (h) all Current Assets and customer, supplier and vendor lists; (i) all accounts and notes receivable, unbilled revenues, reimbursable costs and expenses and other claims for money due to Seller or its Controlled Affiliates (other than the Acquired Entity) primarily related to the Business; (j) all Permits (to the extent assignable) and building, safety, fire and health approvals, that are primarily used, held for use in or otherwise necessary to conduct the operation of the Business or that are required for the ownership and use of the Purchased Assets or the assets of the Acquired Entity held as of Closing, or any waiver of any of the Effective Time free foregoing; (k) all telephone numbers, facsimile numbers and clear email addresses primarily used or held for use in the operation of the Business (except as relating to the personal contact information of Business Employees); (l) the Purchased IP Assets and all rights to: (i) sue for and recover and retain damages and obtain other equitable relief for present, past and future infringement, misappropriation, dilution or other actionable harm of any of the Purchased IP Assets; (ii) claim priority to any of the Purchased IP Assets under any Law; (iii) prosecute, register, maintain and defend any of the Purchased IP Assets before any public or private agency, office or registrar; and (iv) fully and entirely stand in the place of Seller or its Controlled Affiliates, as applicable, in all matters related to any of the Purchased IP Assets; (m) copies of all Encumbrancesbooks and records, except Permitted Encumbrances. Notwithstanding anything including books of account, ledgers and general, financial and accounting records machinery and equipment maintenance files, personnel files relating to all Acquired Entity Employees and Acquired Entity Independent Contractors (to the contrary contained in this Agreementextent permitted by applicable Law), each Seller may retain copies customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records, strategic plans, internal financial statements and marketing and promotional surveys, material and research, that primarily relate to the Business or the Purchased Assets; (n) the leased real property listed on Section 2.2(n) of the Disclosure Schedule; and (o) the Business as a going concern and all goodwill and other intangible assets of the Business and any Contract, Books and Records or any other document or materials that are included of the assets described in the Business Assetsforegoing clauses.