ASSET PURCHASE AGREEMENT
Exhibit 10.2+
CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
This Asset Purchase Agreement (this “Agreement”) dated as of January 7, 2019 is by and among King Distribution, Inc., a Delaware corporation (“Buyer”), Geotech supply co., llc, a California limited liability company (“Seller”), and Clarksons California Properties, California limited partnership, the sole member of Seller (“Member”). Each capitalized term used in this Agreement and not otherwise defined has the meaning set forth in Article XI.
WHEREAS, Seller is engaged in the distribution of safety equipment and supplies such as gloves, goggles, respirators, rubber boots, pesticide chemicals, and other pest control equipment such as mouse and rat traps, spray tanks, wooden stakes, and plastic termite monitors (the “Business”);
WHEREAS, Buyer is a wholly owned subsidiary of Xxxxxxx, Inc., a Delaware corporation (“Parent”), formed for the purpose of acquiring the Business from Seller;
WHEREAS, Buyer desires to purchase certain assets owned by Seller and used in the operation of the Business free and clear of any liabilities or obligations not expressly assumed by Buyer herein, all upon terms and conditions hereinafter set forth (the “Transaction”); and
WHEREAS, concurrently with the execution and delivery of this Agreement, Buyer will enter into the Stock Purchase Agreement among Parent, Xxxxx Pest Control of Stockton, Inc. (“Xxxxx”), and the stockholders of Xxxxx (the “Stock Purchase Agreement”) and the Real Estate Purchase Agreement between Parent (or an Affiliate of Parent) and Member (the “Real Estate Purchase Agreement”).
NOW, THEREFORE, in consideration of the premises, the promises hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
1.01 Purchase and Sale of Assets. At the Closing (as defined below) and subject to the terms hereof, Seller agrees to sell and deliver to Buyer, and Buyer agrees to purchase, the following described assets of Seller relating to the Business (collectively the “Assets”), free and clear of all Encumbrances or obligations of any nature whatsoever, except Permitted Encumbrances:
(a) All of Seller’s inventory of products, materials, and supplies relating to the Business (“Inventory”);
CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
(b) All of (i) the know-how, confidential information, and other proprietary rights and interests owned by Seller and used in the Business or, as to any such property, right, and interest that is not owned by Seller, used by Seller in the Business and assignable by Seller, (ii) Seller’s rights to telephone numbers, telephone directory advertising, and company e-mail addresses relating to the Business, (iii) Seller’s rights to the domain name xxx.xxxxxxxxxxxxx.xxx, and (iv) Seller’s rights to the “doing business as” name Geotech Supply, in the case of each of (i) through (iv) above (collectively, “Intellectual Property”);
(c) All furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, and other tangible personal property;
(d) All Permits which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Assets;
(e) All prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums, and fees (including any such item relating to the payment of Taxes);
(f) Originals or duplicate copies of all financial, accounting, and operating data and records of Seller relating to customers and vendors, including without limitation, all books, records, sales and sales promotional data, pricing information, customer lists, vendor lists, and other similar property, rights, and information, in each case, relating to the Business (collectively, “Records”);
(g) All accounts receivable held by Seller, and any security, claim, remedy, or other right related thereto (“Accounts Receivable”);
(h) All Contracts set forth on Schedule 1.01(h) (the “Assigned Contracts”);
(i) Seller’s outstanding purchase orders for products, materials, and supplies of the Business (“Purchase Orders”); and
(j) All goodwill of Seller associated with the Business.
(a) Seller’s articles of organization, operating agreements, taxpayer and other identification numbers (collectively, the “Organizational Documents”), Seller’s tax returns (including any copies thereof) and reports and any notes, worksheets, files, or documents relating thereto;
(b) Any interest or right to any assets held under, and all assets relating to or owned by, any pension, profit sharing, or other Benefit Plan of Seller;
(c) All cash and cash equivalents in Seller’s bank accounts and safe deposit boxes, checks and checkbooks, deposits and all refunds, claims, prepaid charges, sums and fees related thereto, all lockboxes and the contents thereof as of the Closing, and all shares of stock and securities owned by Seller;
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
(d) Any rights to any refunds, credits, prepayments, overpayments and deposits of Seller with any Governmental Authority, in each case relating to Taxes;
(e) All property, casualty, product liability, and general and commercial liability insurance policies, and all rights thereunder, including, without limitation, all rights to receive refunds with respect to premiums paid, but expressly excluding any and all rights to receive amounts payable based upon claims made with respect to the Assets; and
(f) All Contracts to which Seller is a party or otherwise bound, other than the Assigned Contracts, Purchase Orders, and any Contracts with respect to Receivables.
1.03 Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place simultaneously with the closing of the Stock Purchase Agreement, or at such other time as the parties may mutually agree (the “Closing Date”), remotely via exchange of signature pages to this Agreement.
ARTICLE II
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller makes the following representations and warranties, all of which shall be true and correct as of the date of this Agreement and again as of the Closing Date, each of which is acknowledged by Seller to be material to, and relied upon by, Buyer, except as set forth in the Seller Disclosure Schedule (the “Seller Disclosure Schedule”), which disclosure shall provide an exception to, or otherwise qualify, the representations or warranties of Seller contained in the section of this Agreement corresponding by number to such disclosure and to any other representation or warranty in this Agreement to which the applicability of such disclosure is reasonably apparent on its face or if the items are expressly cross-referenced.
3.03 Title to Assets. Seller has good and marketable title to the Assets, free and clear of all Encumbrances other than Permitted Encumbrances.
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
3.05 Contracts.
(a) Schedule 3.05 lists the following Contracts to which Seller is a party or by which any of the Assets is bound, each as of the date of this Agreement (such Contracts, being “Material Contracts”):
(i) all Contracts involving aggregate consideration in excess of $50,000;
(ii) all Contracts that require Seller to purchase a minimum or specified amount of its total requirement for any product or service from a third Person;
(iii) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person, or any real property (whether by merger, sale of stock, sale of assets, or otherwise);
(iv) all broker, distributor, dealer, manufacturer’s representative, program, rebate, franchise, agency, sales promotion, market research, marketing consulting, and advertising Contracts;
(v) all Contracts that: (A) contain a non-competition or non-solicitation covenant by Seller in any line of business or in any geographical area in the world or other covenant restricting the development, manufacture, marketing, or distribution of any of the products or services; or (B) grant exclusivity of the marketing, distribution, or sale of any of the products or services of Seller to any Person or otherwise grants exclusivity to any Person;
(vi) all Contracts under which Seller has borrowed or loaned money, established a line of credit, issued a note, bond, debenture or any other form of Indebtedness, guarantees, joint ventures, partnerships or similar arrangements, encumbrances, agreed to indemnify any Person, or given any power of attorney to any Person or has a power of attorney from any Person;
(vii) all pledge, conditional sale and title retention agreements, security agreements, personal property leases, and lease purchase agreements to or from any Person providing for aggregate lease payments in excess of $50,000 in any 12-month period;
(viii) all Contracts concerning the occupancy, management, or operation of the real property; and
(ix) all joint venture, limited partnership, or similar agreements to which Seller is a party.
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
(b) As of the date hereof:
(i) each Material Contract is legal, valid, binding, enforceable, and in full force and effect against Seller and each other party to that Contract;
(ii) neither Seller nor, to Seller’s Knowledge, any other party to any Material Contract is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract;
(iii) no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in its termination or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit;
(iv) Seller has not received written notice that any party to a Material Contract intends to cancel, not renew, or terminate such Material Contract or to exercise or not exercise any option under such Material Contract; and
(v) Seller or, to Seller’s Knowledge, any other party to a Material Contract does not intend to cancel, not renew, or terminate such Material Contract.
3.07 Inventory. All Inventory consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All Inventory is owned by Seller free and clear of all Encumbrances other than Permitted Encumbrances, and no Inventory is held on a consignment basis. The quantities of each item of Inventory (whether raw materials work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of Seller.
3.08 Intellectual Property. Seller has full right, title, and interest to each item of Intellectual Property. There are no pending or threatened claims against Seller alleging that the conduct of Seller’s Business infringes or conflicts with the rights of others under patents, trademarks, copyrights, and trade secrets. Seller’s Business, as now conducted, does not infringe or conflict with the rights of others, including but not limited to patent, trademark, copyright, and trade secret rights, and Seller owns or possesses all the patents, copyrights, trademarks, trade names, service marks, logos, licenses, and rights with respect to the foregoing necessary for the operation of the Business as now conducted. Neither Seller nor Member is aware of any violation by a third party of any of any right of Seller with respect to the Intellectual Property.
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
3.09 Receivables. All Accounts Receivable arising since November 30, 2018 have arisen from bona fide transactions by Seller in the ordinary course of business and represent bona fide claims for payment for goods sold or services provided prior to the date hereof. For the avoidance of doubt, no representation or warranty is made as to the actual collection of any Accounts Receivable. To Seller’s Knowledge, there is no contest, claim, defense, or right of setoff relating to the amount or validity of such Account Receivable.
3.10 No Conflict. The execution and delivery of this Agreement by Seller and Member does not, and the performance of this Agreement by Seller and Member will not, (i) conflict with or violate any law, regulation, court order, judgment or decree applicable to Seller, Member, or the Business or by which any of the Assets are bound or affected; (ii) violate or conflict with the Organizational Documents of Seller; or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under any Material Contract relating to the Business to which Seller or Member is a party.
3.11 Solvency. Seller is solvent and consummation of the transactions contemplated herein will not render it insolvent.
3.12 Taxes and Assessments. Seller has filed as due all federal, state and local income, franchise, sales, use, payroll, excise, business and license tax returns required by law to be filed by Seller with respect to the Business or the ownership of the Assets for all periods prior to and including the Closing. Seller has paid all federal, state, local, or foreign taxes or other governmental charges including interest or penalties imposed with respect to the Business or the ownership of the Assets for all periods prior to and including the Closing Date; provided that nothing in this Section 3.12 or elsewhere in this Agreement shall be deemed to limit Buyer’s obligations with respect to Taxes that constitute Assumed Liabilities.
3.13 Compliance With Laws; Licenses and Permits. Seller has obtained all governmental licenses, Permits, and approvals necessary for the operation of the Business. Seller has not received notice of any violations in respect of any such licenses, Permits, or approvals. No proceeding is pending or, to Seller’s Knowledge, is threatened, which seeks revocation or limitation of any such licenses, Permits, or approvals.
3.14 Customers; Products. Schedule 3.14 lists substantially all customers of Seller to whom it sold products or services during the 2018 calendar year, including the name and address of such customers, as well as the approximate dollar volume of products and services purchased thereby. Schedule 3.14 also lists all products sold by Seller during the 2018 calendar year and the approximate dollar volume thereof.
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
(a) there has not been any:
(i) change in the assets, liabilities, sales, income, prospects or business of Seller or in Seller’s relationships with suppliers, dealers, distributors, customers or lessors, other than changes which arose in the ordinary course of business consistent with past practice;
(ii) change with respect to the operations of Seller, including any material change in the types, nature or composition of its products or services, other than in the ordinary course of business consistent with past practice;
(iii) acquisition or disposition by Seller of any material asset or material property other than in the ordinary course of business consistent with past practice;
(iv) material damage, destruction or loss, whether or not covered by insurance, to Seller’s property or assets;
(v) entry by Seller into any material transaction other than in the ordinary course of business consistent with past practice or as contemplated herein;
(vi) capital expenditures or commitments in excess of an aggregate of $50,000 by Seller;
(vii) material change in the policies of Seller, including with regard to the payment of accounts payable or in the collection of accounts receivable or any write-down of the value of any Inventory or write-off as uncollectible any notes or accounts receivable or any portion thereof;
(viii) modification, acceleration, amendment, cancellation or termination of or under any Material Contracts;
(ix) change in the method of financial or tax accounting or any financial or tax accounting practice of Seller;
(x) granting by Seller of any power of attorney or agreement to act as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any Person;
(xi) imposition of any Encumbrance (other than any Permitted Encumbrance) upon any property or asset of Seller;
(xii) incurrence by Seller of any material obligations or material liabilities, whether absolute, accrued, contingent or otherwise (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others), other than obligations and liabilities incurred in the ordinary course of business consistent with past practice (including borrowings under the revolving portion of the credit facilities of Seller) or as contemplated herein;
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
(xiii) forgiveness or cancellation by Seller of any debt or claim of any material value or waiver by Seller of any right of any material value;
(xiv) event, occurrence or development that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or
(xv) commitment by Seller to do any of the things set forth in clauses (i) through (xiv) above; and
(b) Seller has used its reasonable best efforts in a manner that is consistent with past practices taken as a whole to maintain and preserve its assets and preserve the goodwill of its suppliers, distributors, vendors and customers and have conducted the Business in the ordinary course of business consistent with past practice and in accordance with its current credit, collection or payment policies, procedures and practices (including with respect to customer deposits) and accounting policies, methods or principles.
3.16 Litigation. There is no suit, claim, action or proceeding which is pending or, to Seller’s Knowledge, threatened, against Seller relating to the Business, nor to Seller’s Knowledge, is there any basis for any such proceeding. No judgment, order, or decree has been entered against Seller nor has any suit, claim, action, or proceeding been instituted or, to Seller’s Knowledge, threatened against Seller which individually or in the aggregate will have a Material Adverse Effect upon the Business, or the condition of the Assets, taken as a whole. There is no claim, action, or proceeding now pending, or to Seller’s Knowledge threatened, against Seller or Member which could prevent or delay the consummation of the transactions contemplated by this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT
Buyer and Parent hereby make the following representations and warranties to Seller, all of which shall be true and correct at and as of Closing and shall survive the Closing, and each of which is acknowledged by Buyer and Parent to be material to, and relied upon by, Seller and Member:
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
4.01 Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has the corporate power and authority to own and use its properties and to conduct its business as currently conducted in all places where it does business.
4.02 Authorization; Effect of Agreement. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action of Buyer. This Agreement constitutes a valid and binding obligation of Buyer enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally, and principles governing the availability of equitable remedies.
4.03 No Conflict. The execution and delivery of this Agreement by Buyer does not, and the performance of this Agreement by Buyer will not, (i) conflict with or violate any law, regulation, court order, judgment, or decree applicable to Buyer; (ii) violate or conflict with either the charter or by-laws of Buyer; or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under any material contract, instrument, permit, license, or franchise to which Buyer is a party.
4.04 Litigation
. There is no action pending before any Governmental Authority or, to the Knowledge of Buyer, threatened (including allegations that could form the basis for future Action), against Buyer or any of its properties, officers, directors or stockholders (in their capacities as such), or any judgment, decree or order against Buyer, in each case that could reasonably be expected to adversely affect the ability of Buyer to perform its obligations under this Agreement and consummate the Transaction.
. On the date hereof and on the Closing Date, Buyer has and will have sufficient immediately available funds to pay the Purchase Price pursuant to this Agreement.
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
ARTICLE V
(a) Acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, or other business organization or division;
(b) Sell, lease, license, or otherwise dispose of any of its properties or assets, except in the ordinary course of business;
(c) Make any loans to any Person or guarantee any debt securities of others (other than as a result of the endorsement of checks for collection and for advances for employee reimbursable expenses, in each case in the ordinary course of business consistent with past practice);
(d) Initiate any litigation or arbitration proceeding other than in the ordinary course of business consistent with past practice or to enforce the terms of this Agreement;
(e) Enter into any Contract that would be a Material Contract if it had been in effect on the date of this Agreement other than a Material Contract on normal and customary terms consistent with past practice;
(f) Modify, amend, or terminate any Material Contract (other than any modification or amendment in the ordinary course of business), or waive, release, or assign any rights or claims, including any forgiveness or other compromise of any Accounts Receivable outside the ordinary course of business or commit any act or fail to take any action that would result in a material breach of such a Contract;
(g) Fail to timely pay accounts payable and other obligations other than (i) in the ordinary course of business or (ii) matters contested in good faith;
(h) Accelerate the collection of any Accounts Receivable;
(i) Create, incur, assume, or otherwise become liable for any contingent liability as guarantor or otherwise with respect to the obligations of others;
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
(j) Adopt a plan of complete or partial liquidation or resolution as providing for or authorizing such a liquidation or dissolution, merger, consolidation, restructuring, recapitalization, or reorganization; or
(k) Take, or agree in writing or otherwise to take, any of the actions described in paragraphs (a) through (j) above.
ARTICLE VI
(a) Except for representations and warranties that by their terms speak only as of a specified date, the representations and warranties of Seller and Member set forth in Article III and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects);
(b) Seller and Member shall have duly performed and complied in all material respects with all agreements, covenants, and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants, and conditions that are qualified by materiality, Seller and Member shall have performed such agreements, covenants, and conditions, as so qualified, in all respects;
(c) Seller shall have delivered to Buyer a good standing certificate (or its equivalent) from the California secretary of state;
(d) The execution and delivery of the Stock Purchase Agreement and the closing of the transactions contemplated therein; and
(e) The execution and delivery of the Real Estate Purchase Agreement and the closing of the transactions contemplated therein.
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
6.02 Conditions to Obligations of Seller and Member.
The obligations of Seller and Member to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s or Member’s waiver, at or prior to the Closing, of each of the following conditions:
(a) Except for representations and warranties that by their terms speak only as of a specified date, the representations and warranties of Buyer contained in Article IV of this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects);
(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants, and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date;
(c) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller;
(d) Buyer shall have delivered the Purchase Price to Seller in accordance with Section 2.01;
(e) The execution and delivery of the Stock Purchase Agreement and the closing of the transactions contemplated therein; and
(f) The execution and delivery of the Real Estate Purchase Agreement and the closing of the transactions contemplated therein.
ARTICLE VII
CLOSING DELIVERIES
(a) possession of the Assets;
(b) a xxxx of sale, and such additional instruments of sale, transfer, conveyance, and assignment duly executed by Seller as of the Closing Date, as reasonably requested by Buyer to consummate the transactions described herein;
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
(c) a copy, certified by Member, of (i) the Organizational Documents of Seller, and (ii) the resolutions of Seller and Member authorizing the transactions contemplated hereby and the execution, delivery, and performance by Seller of this Agreement; and
(d) a certificate of good standing for Seller, issued as of a recent date by the State of California.
ARTICLE VIII
8.01 Indemnification Generally.
(a) Capitalized terms used but not otherwise defined in this Article VIII shall have the meanings ascribed to them in the Stock Purchase Agreement.
(b) A party making a claim for indemnification under this Article VIII shall be, for the purposes of this Agreement, referred to as an “Indemnified Party” and a party against whom such claims are asserted under this Article VIII shall be, for purposes of this Agreement, referred to as an “Indemnifying Party.”
(c) For purposes of this Article VIII, “Damages” means any actual damage, loss, assessment, levy, fine, charge, claim, direct liability, demand, payment, judgment, settlement, penalty, cost or expense.
(a) as a result of any breach by Seller or Member of any of the representations or warranties set forth in Article III;
(b) as a result of any breach by Seller or Member of, or the failure of Seller or Member to perform, any of their agreements, covenants, or obligations under this Agreement;
(c) as a result of any (i) Fraud on the part of Seller or Member; (ii) any breach by Member or Xxxxx of the representations and warranties in the Real Estate Purchase Agreement; (iii) any breach by the Principals or Member in the Stock Purchase Agreement; and (iv) any Escheatment Liabilities attributable to any period prior to the Closing;
(d) any Excluded Liabilities;
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
(e) for any transaction costs of Seller or Member incurred in connection with the negotiation, preparation, execution, and consummation of the transactions contemplated herein; and
(f) any items listed on Schedule 8.02(f) hereto (“Specified Indemnification Obligations”).
(a) any breach by Buyer of, or any failure of Buyer to perform, any of its agreements, covenants, or obligations under this Agreement;
(b) any breach or inaccuracy of any representation or warranty of Buyer set forth in Article IV;
(c) any Assumed Liabilities;
(d) as a result of any (i) Fraud on the part of Buyer; (ii) any breach by Parent of the representations and warranties in the Real Estate Purchase Agreement; (iii) any breach by Parent of the Stock Purchase Agreement; and
(e) for any transaction costs of Buyer incurred in connection with the negotiation, preparation, execution, and consummation of the transactions contemplated herein.
8.04 Survival of Representations, Warranties, and Covenants.
(a) The Indemnifying Parties’ liability for Damages resulting from the breach of any covenant, to the extent to be performed pre-Closing under this Agreement, or breach of any representations or warranties under this Agreement, shall survive the Closing and continue until that date that is eighteen (18) months following the Closing Date.
(b) Notwithstanding Section 8.04(a), claims for indemnification based on breaches of representations and warranties in connection with Section 3.01; Section 3.02; Section 3.03; Section 3.04; Section 4.01; Section 4.02; and Specified Indemnity Obligations shall survive through and until that date that is sixty (60) days after the legal statute of limitations for claims related to such matters has expired (the “Statute of Limitation Claims”).
(c) Notwithstanding Section 8.04(a), claims for indemnification based on Fraud shall survive through and until that date that is the earlier of (i) eight (8) years following the Closing Date and (ii) the date the legal statute of limitations for claims related to such matters has expired.
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
(d) Unless otherwise specified herein, to the extent that any covenants in this Agreement describe performance by the parties hereto from and after the Closing, such covenants shall survive the Closing until such covenants are fully performed by the applicable party or waived by the beneficiaries thereof.
8.06 Third Party Claims. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by an unaffiliated third party, the parties hereto shall follow the procedures set forth in Section 8.5 of the Stock Purchase Agreement.
ARTICLE IX
9.01 Termination. This Agreement may be terminated at any time prior to the Closing:
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CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
(a) by mutual written consent of the President or Chief Financial Officer of Buyer and Member on behalf of Seller, as duly authorized by the board of directors of Xxxxx;
(b) by Seller or Buyer, at any time after the Stock Purchase Agreement shall have been terminated; provided, however, that in each case, the right to terminate this Agreement under this Section 9.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the termination of the Stock Purchase Agreement;
(c) by Seller or Buyer, if any court of competent jurisdiction or any Governmental Authority shall have issued a final order restraining, enjoining, or otherwise prohibiting the consummation of the Transaction and such order is or shall have become final and non-appealable;
(d) by Buyer, upon written notice to Seller, in the event of any material breach by Seller or Member of any of their respective agreements, representations, or warranties contained herein or in any Transaction Document and the failure of Seller or Member, as applicable, to cure such breach within thirty (30) days after receipt of written notice from Buyer requesting such breach to be cured; provided, however, that Buyer is not then in material breach of this Agreement so as to cause any conditions set forth in Article VI not to be satisfied; or
(e) by Seller and Member, upon written notice to Buyer, in the event of any material breach by Buyer of any of its agreements, representations, or warranties contained herein or in any Transaction Document and the failure of Buyer to cure such breach within thirty (30) days after receipt of written notice from Seller requesting such breach to be cured; provided, however, that Seller and Member are not then in material breach of this Agreement so as to cause any conditions set forth in Article VI not to be satisfied.
17 |
CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
ARTICLE X
If to Seller or Member: | Geotech Supply Co., LLC |
0000 Xxxx Xxxx | |
Xxxxxxxxxx, Xxxxxxxxxx 00000 | |
Attn: [****] | |
Email: [****] and [****] | |
With a copy to (but which shall not constitute notice to Seller or Member):
Kroloff, Belcher, Smart, Perry & Xxxxxxxxxxxxxx | |
0000 Xxxxxxxxx Xxxxx | |
Xxxxxxxx, XX 00000 | |
Attention: Xxxx Xxxxxxxxxxxxxx and Xxxxxxx Xxxxxx Xxxxxxxx | |
Facsimile: (000) 000-0000 | |
Emails: xxxxxxxxxxxxxxx@xxxxxxx.xxx and xxxxxxxxx@xxxxxxx.xxx | |
and | |
O’Melveny & Xxxxx LLP | |
0000 Xxxx Xxxx Xxxx | |
Xxxxx Xxxx, XX 00000 | |
Attention: Xxxxx Xxxxxx | |
Email: xxxxxxx@xxx.xxx | |
If to Buyer: | King Distribution, Inc. |
c/o Rollins, Inc. | |
0000 Xxxxxxxx Xxxx XX | |
Xxxxxxx, XX 00000 | |
Attn: Xxxxx Xxxxxxx, Chief Financial Officer and Treasurer | |
Email: xxxxxxxx@xxxxxxx.xxx | |
With a copy to (but which shall not constitute notice to Buyer):
Xxxxxx & Xxxxxxxxx LLP | |
0000 Xxxxxxxx Xxxx, Xxxxx 0000 | |
Xxxxxxx, Xxxxxxx 00000 | |
Attn: Xxxxxx Xxxxxxx | |
Telephone: (000) 000-0000 | |
Email: xxxxxx.xxxxxxx@xxxxx.xxx |
or to such other address as such party may indicate by a notice delivered to the other parties hereto in accordance with the terms of this Section 10.01.
18 |
CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
19 |
CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
(a) Titles to articles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. The schedules and exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Except as may be expressly stated to the contrary herein, all dollar amounts in this Agreement refer to lawful money of the US.
(b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party by virtue of the authorship of this Agreement shall not apply to the construction and interpretation hereof.
(c) Whenever required by the context hereof, the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(a) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words “without limitation.”
(b) Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement.
20 |
CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
10.13 Governing Law. This Agreement, and any claims related thereto, shall be governed by and construed in accordance with the internal Laws (as opposed to the conflicts of law provisions) of the State of Delaware.
21 |
CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
22 |
CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
ARTICLE XI
The following terms have the meanings specified or referred to in this Article XI:
“Accountants” means Xxxxx Xxxxxxxx, LLP.
“Accounts Receivable” has the meaning set forth in Section 1.01(g).
“Affiliate” of a Person means any other Person who has any familial relationship with, or that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
“Agreement” has the meaning set forth in the preamble.
“Assets” has the meaning set forth in Section 1.01.
“Assigned Contracts” has the meaning set forth in Section 1.01(h).
“Assumed Liabilities” has the meaning set forth in Section 2.02(a).
“Benefit Plan” means an “employee benefit plan,” as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
“Business” has the meaning set forth in the Recitals hereto.
“Business Day” means any day except Saturday, Sunday, or any other day on which commercial banks located in the city of New York, New York are authorized or required by Law to be closed for business.
“Buyer” has the meaning set forth in the preamble.
“Buyer Indemnified Parties” has the meaning set forth in Section 8.02.
23 |
CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
“Xxxxx” has the meaning set forth in the Recitals hereto.
“Closing” has the meaning set forth in Section 1.03.
“Closing Date” has the meaning set forth in Section 1.03.
“Consideration Allocation” has the meaning set forth in Section 10.17.
“Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments, and legally binding arrangements, whether written or oral.
“Damages” has the meaning set forth in Section 8.01.
“Encumbrance” means any priority, lien, pledge, hypothecation, claim, charge, mortgage, security interest, encumbrance, prior assignment, option, right of first refusal, preemptive right, community property interest, or restriction of any nature whatsoever (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise, or transfer of any other attribute of ownership of any asset).
“Excluded Assets” has the meaning set forth in Section 1.02.
“Excluded Liabilities” has the meaning set forth in Section 2.02(b).
“Fraud” means, with respect to a party, its actual and intentional fraud with respect to the making of any of the representations and warranties made in Article III and Article IV (as applicable); provided, however, that such actual and intentional fraud shall only be deemed to have been committed by a party if: any of the persons included in the definition of the Seller’s Knowledge (in the case of Seller) had actual knowledge (as opposed to imputed or constructive knowledge, which shall not be considered) that the subject representation or warranty (as qualified by the Schedules hereto) was false when made. The parties expressly agree that claims of fraud or misrepresentation with respect to any matter other than the representations and warranties set forth in this Agreement are excluded from the remedies available to either party with respect to this Agreement or the transactions contemplated hereby, to the fullest extent permitted by Law.
“GAAP” means United States generally accepted accounting principles in effect from time to time; provided, however, that it is expressly understood and agreed that (i) where GAAP permits alternative methods or treatments, the Seller’s choice of an acceptable treatment or calculation, as reflected in the Seller Financial Statements, shall be the method or treatment used for all purposes under this Agreement; and (ii) Buyer’s election to utilize another acceptable GAAP treatment following the Closing shall not be the basis for (a) determining compliance with or claiming the breach of any representation or warranty by the Sellers hereunder and (b) determining any claim for indemnity.
24 |
CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
“Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.
“Indebtedness” means, without duplication, as of the Closing Date, (a) all obligations of Seller for borrowed money, (b) other indebtedness of Seller evidenced by notes, bonds, debentures or other debt instruments, (c) indebtedness of the types described in clauses (a) and (b) guaranteed, directly or indirectly, in any manner by Seller through an agreement to supply funds to, or in any other manner, invest in, the debtor, or to purchase indebtedness, primarily for the purpose of enabling the debtor to make payment of the indebtedness or to insure the owners of indebtedness against loss, (d) indebtedness for the deferred purchase price of property or services with respect to which Seller is liable, other than ordinary course trade payables, (e) all payment obligations under any interest rate swap agreements or interest rate hedge agreements to which Seller is party, (f) any interest owed with respect to the indebtedness referred to above and prepayment premiums or fees which would be payable if such indebtedness were paid in full at Closing, (g) only to the extent drawn as of the Closing Date, any letters of credit, surety bonds, bids, performance bonds, or similar obligations, (h) all accrued but unpaid severance obligations of Seller, and (i) debt or obligations related to the purchase, redemption or retirement of stock of Seller.
“Indemnified Party” has the meaning set forth in Section 8.01(b).
“Indemnifying Party” has the meaning set forth in Section 8.01(b).
“Inventory” has the meaning set forth in Section 1.01(a).
“Intellectual Property” has the meaning set forth in Section 1.01(b).
“Knowledge,” “Know,” and “Known” and similar phrases with respect to any Person (other than Seller and Member) shall mean actual knowledge of such Person of the particular fact, including after reasonable inquiry of (i) employees of such Person who are reasonably likely to have knowledge of the particular fact and (ii) such Person’s files and records that are reasonably likely to contain information relating to such particular fact. With regard to Seller and Member, this shall mean the actual knowledge of any of [****], [****], and [****], or any member of the board of directors of the Xxxxx. With regard to Buyer, this shall mean the actual knowledge of any of [****], [****], [****], [****], or [****].
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.
25 |
CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
“Material Adverse Effect” means any event, occurrence, fact, condition, or change that is, individually or in the aggregate, materially adverse to (i) the business, results of operations, condition (financial or otherwise), or assets of Seller, taken as a whole, or (ii) the ability of Seller to consummate the Transaction on a timely basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition, or change, directly or indirectly, arising out of or attributable to: (a) changes in conditions in the U.S. or global economy, capital, or financial markets generally, including changes in interest or exchange rates, (b) changes in general legal, tax, regulatory, political, or business conditions that, in each case, generally affect the geographic regions or industries in which Seller conducts its business, (c) changes or proposed changes in GAAP, (d) the negotiation, execution, announcement, or performance of this Agreement or the Transaction, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, landlords, tenants, lenders, investors, or employees, (e) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, (f) earthquakes, hurricanes, or other natural disasters, (g) any action taken by Seller at the request or with the consent of Buyer, (h) any matters expressly set forth in the Seller Disclosure Schedule as of the date of this Agreement, or (i) any matter adversely affecting Buyer or Buyer’s ability to consummate the Transaction on a timely basis; provided, however, that any effect, event, development, or change referred to in clauses (a), (b), (c), (e), or (f) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, change, or effect has a disproportionate effect on Seller, taken as a whole, compared to other participants in the industry in which Seller conducts its businesses.
“Material Contracts” has the meaning set forth in Section 3.05(a).
“Organizational Documents” has the meaning set forth in Section 1.02(a).
“Parent” has the meaning set forth in the Recitals hereto.
“Permits” means all consents, permits, licenses, grant, franchises, approvals, authorizations, registrations, certificates, variances, and similar rights obtained, or required to be obtained from any federal, provincial, territorial, county, or local governmental entity or any other Governmental Authority.
“Permitted Encumbrances” means (i) Encumbrances for Taxes that are not yet due and payable or that are being contested in good faith by appropriate procedures and (ii) mechanics’, carriers’, workers’, repairers’, and other similar Encumbrances imposed by Law or arising or incurred in the ordinary course of business for obligations that are not yet past due.
“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity.
“Purchase Orders” has the meaning set forth in Section 1.01(i).
“Purchase Price” has the meaning set forth in Section 2.01.
“Real Estate Purchase Agreement” has the meaning set forth in the Recitals hereto.
“Records” has the meaning set forth in Section 1.01(f).
26 |
CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
“Seller” has the meaning set forth in the preamble.
“Seller Disclosure Schedule” has the meaning set forth in the preamble to Article III.
“Seller Financial Statements” has the meaning set forth in Section 3.06.
“Seller Indemnified Parties” has the meaning set forth in Section 8.03.
“Seller Indemnifying Parties” has the meaning set forth in Section 8.02.
“Specified Indemnification Obligations” has the meaning set forth in Section 8.02(f).
“Statute of Limitations Claims” has the meaning set forth in Section 8.04(a).
“Stock Purchase Agreement” has the meaning set forth in the Recitals hereto.
“Taxes” means all (a) taxes, charges, withholdings, fees, levies, premiums, imposts, duties, governmental contributions or other charges of any kind whatsoever, whether direct or indirect, imposed by any Governmental Authority including, without limitation, those levied on, measured by or referred to as income, net income, gross income, receipts, capital, windfall profit, severance, property (real or intangible or personal), production, sales, provincial sales, retail sales, harmonized sales, value-added, goods and services, use, business occupation, license, excise, registration, franchise, employment, payroll (including social security contributions, employment insurance, health taxes, and other government pension plan contributions), deductions at source, workers’ compensation, withholding, alternative or add-on minimum, intangibles, ad valorem, transfer, gains, stamp, customs, duties, estimated, transaction, title, capital, paid-up capital, profits, premium, recording, inventory and merchandise, business privilege, federal highway use, commercial rent or environmental tax, and any liability under unclaimed property, escheat, or similar Laws), (b) interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Authority in connection with (i) any item described in clause (a) or (ii) the failure to comply with any requirement imposed with respect to any Tax Return, and (iii) liability in respect of any items described in clause (a) and/or (b) payable by reason of contract, assumption, transferee, successor or similar liability, operation of law (including pursuant to Treasury Regulations Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar state, local, or foreign Law)), or otherwise.
“Tax Return” means any report, return, declaration, designation, election, undertaking, wavier, notice, filing, information return, statement, form certificate or any other document or materials relating to Taxes, including any related or supporting information with respect to any such documents or materials, filed or to be filed with any Governmental Authority in connection with the determination, assessment, collection or administration of Taxes (including TD F90-22.1), including, without limitation, any schedule or attachment thereto or amendment thereof, and estimated returns and reports of every kind with respect to Taxes.
“Transaction” has the meaning set forth in the recitals.
“Transaction Documents” means this Agreement, the Stock Purchase Agreement and the Real Estate Purchase Agreement.
[Signatures on Following Page]
27 |
CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE
HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first hereinabove set forth, by their representatives thereunto duly authorized.
King Distribution, Inc. | |
By: /s/ Xxxxx Xxxxxxxx, Xx. | |
Printed: Xxxxx Xxxxxxxx, Xx. | |
Title: Chief Executive Officer, Chief Operating Officer, and Chairman | |
Geotech Supply Co., LLC | |
By: [****] | |
Printed: [****] | |
Title: [****] | |
Clarksons California Properties, | |
a California Limited Partnership | |
By: | |
Printed: [****] | |
Title: [****] |
Signature Page to Asset Purchase Agreement