Execution Version ASSET PURCHASE AGREEMENT BY AND AMONG FAIRWAY GROUP HOLDINGS CORP. AND VILLAGE SUPER MARKETS, INC. March 25, 2020 THIS DOCUMENT SHALL BE KEPT CONFIDENTIAL PURSUANT TO THE TERMS OF THE CONFIDENTIALITY AGREEMENT ENTERED INTO BY THE...
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Execution Version ASSET PURCHASE AGREEMENT BY AND AMONG FAIRWAY GROUP HOLDINGS CORP. AND VILLAGE SUPER MARKETS, INC. March 25, 2020 THIS DOCUMENT SHALL BE KEPT CONFIDENTIAL PURSUANT TO THE TERMS OF THE CONFIDENTIALITY AGREEMENT ENTERED INTO BY THE RECIPIENT HEREOF AND, IF APPLICABLE, ITS AFFILIATES AND REPRESENTATIVES, WITH RESPECT TO THE SUBJECT MATTER HEREOF.
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ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 25, 2020, by and among FAIRWAY GROUP HOLDINGS CORP., a Delaware corporation, (the “Company”), and the direct or indirect wholly-owned Subsidiaries of the Company set forth on Schedule A (together with the Company, “Sellers”), and VILLAGE SUPER MARKET, INC., a New Jersey corporation (“Buyer”). Each of Buyer and each Seller is referred to herein as a “Party” and, collectively, as the “Parties”. WITNESSETH WHEREAS, Sellers and certain of their affiliates have filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) on or about January 23, 2020 in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”); WHEREAS, Sellers operate the five (5) supermarkets at the locations set forth in Section 3.4 of the Disclosure Schedule under the heading “Stores” (each a “Store” and, collectively, the “Stores”), a parking lot at the Harlem Store (“Harlem Lot”) the Production Distribution Center (the “PDC”), and own or license certain of the Intellectual Property used in the conduct of Business from the Stores; and WHEREAS, subject to the terms and upon the conditions set forth herein, Sellers desire to sell, transfer and assign to Buyer, and Buyer desires to purchase, acquire and assume from Sellers, all of the Acquired Assets (as defined below) and Assumed Liabilities (as defined below), all as more specifically provided herein. NOW, THEREFORE, in consideration of the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. For purposes of this Agreement: “Acquired Assets” means, without duplication, all of Sellers’ right, title, and interest in and to all of the following assets of Sellers directly used or held for use exclusively in the operation of the Stores and (to the extent applicable) located at the Stores on the Closing Date: (a) all Inventory of Sellers Related to the Business (other than Excluded Inventory); (b) the Furnishings and Equipment owned by Sellers and Related to the Business (other than Excluded Furnishings and Equipment); (c) the Leases set forth on Section 1.1 of the Disclosure Schedule under the heading “Assumed Leases” (the “Assumed Leases”), and (to the extent of Sellers’ interest therein) 1
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the buildings, fixtures and improvements located on or attached to such real property, and all rights arising therefrom, and all tenements, hereditaments, appurtenances and other real property rights appertaining thereto, and all rights of Seller under any agreement (including any subordination, non-disturbance or attornment agreement) with the lessor of an Assumed Lease or its lenders, subject to the rights of the applicable landlord (including rights to ownership or use of such property) under the Assumed Leases; provided, however, if at the Auction, (i) the highest and best bid for the Harlem Store is made by a bidder who shall operate the Harlem Store as a supermarket, and (ii) such bid is acceptable to the Affected Unions, then (x) Sellers may withdraw the Harlem Lot from the schedule of Assumed Leases, together with all other Acquired Assets used in operation of the Harlem Lot, and (y) Buyer shall receive a credit against the Purchase Price equal to $100,000 and (z) all other Contracts on Schedule 1.1 of the Disclosure Schedule which relate solely to the Harlem Lot shall be deemed removed from Section 1.1 of the Disclosure Schedule and shall not constitute a Transferred Contract. (d) all rights under those Contracts set forth on Section 1.1 of the Disclosure Schedules under the heading “Transferred Contracts” (including a Modified Labor Agreement), other than those Contracts that expire or that are terminated prior to the Closing in accordance with their respective terms (such Contracts, together with the Assumed Leases, the “Transferred Contracts”), including the right to possess or use the property that is the subject of the Transferred Contract, together with any Contracts removed from Section 1.1 of the Disclosure Schedules by Buyer by notice delivered to Sellers at any time during the period from and after the date hereof at any time prior to five (5) days prior to the Sale Hearing ; provided, that (x) Sellers shall not reject or terminate any Contract used or held for use exclusively in the operation of the Stores without Buyer’s consent prior to the foregoing deadlines and (y) Buyer shall not be permitted to add any Contracts previously rejected in the Bankruptcy Cases; (e) all of Sellers’ security deposits, prepaid rent, and prepaid expenses previously paid by Sellers to fulfill Sellers’ obligations under the Assumed Leases or other Transferred Contracts (other than any adequate assurance deposits posted in accordance with section 366 of the Bankruptcy Code) and, to the extent transferable, other deposits Related to the Business (the “Prepaid Expenses”) that are included in the Prepaid Expenses Amount and paid in accordance with Section 2.3; (f) to the extent assignable or transferable, all warranties and similar guarantees related to any of the foregoing; (g) to the extent that any Affected Union enters into a Modified Labor Agreement with Buyer, all rights under such Modified Labor Agreement; (h) with respect to each Store, the amount of cash set forth on Section 1.1 of the Disclosure Schedule under the heading “Per Store Cash Closing Balance” to be left at such Store following the close of business on the date which is the date before the Closing (the “Per Store Cash Closing Balance”); (i) all Permits of Sellers exclusively Related to the Business, to the extent requested by Buyer and assignable to Buyer under applicable Law (and, for the avoidance of doubt, solely to the extent the applicable Governmental Authority consents to or otherwise approves the 2
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assignment or transfer of the applicable Permit) other than those Permits listed on Section 1.1 of the Disclosure Schedule under the heading “Excluded Permits”; (j) all in-store processors, front-end systems, point-of-sale systems (including self-checkout equipment), credit card readers, computers, computer equipment, hardware, software, peripherals, pin pads and direct access storage devices, in each case, that are owned by Sellers; (k) any Intellectual Property owned by Sellers, including, for the avoidance of doubt, the name “Fairway” or “Fairway Markets” or any derivatives thereof, and all other marks set forth on Section 1.1 of the Disclosure Schedule under the heading “Marks”, any name or trademark, service xxxx, trade name, logo, trade dress, Internet domain name or other indicia of origin that includes, relates to or derives from any such name, or any related abbreviations, acronyms or other formatives based on any such name, whether alone or in combination with any other words, phrases, or designs, and all registrations, applications and renewals thereof, all rights and goodwill associated therewith and any name or trademark, service xxxx, trade name, logo, Internet domain name, or other indicia of origin that is confusingly similar thereto or derived therefrom (collectively, the “Seller Marks”); and (l) all books and records of Sellers exclusively related to operation of the Business, including records relating to payroll, sales, and expenses, the plans, specifications, keys, passwords, and combinations for the Stores, Harlem Lot and PDC, as applicable, and those other items set forth on Section 1.1 of the Disclosure Schedule under the heading “Acquired Assets”; provided, however, notwithstanding anything to the contrary set forth in this definition, the Acquired Assets shall not include any Excluded Assets. “Affected Labor Agreements” means the collective bargaining agreements covering any of the Covered Employees, each of which is listed on Section 1.1 of the Disclosure Schedule under the heading “Affected Labor Agreements”, none of which are to be assumed by the Buyer. “Affected Unions” means the unions identified on Section 1.1 of the Disclosure Schedule under the heading “Affected Unions”. “Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, where “control” means the power, directly or indirectly, to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities, by Contract, or otherwise. “Agreement” has the meaning set forth in the preamble. “Allocation Principles” has the meaning set forth in Section 2.7. “Antitrust Law” means the Xxxxxxx Act, the Xxxxxxx Act, the HSR Act, the Federal Trade Commission Act, and all other Laws and Decrees that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, whether in the United States or elsewhere. 3
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“Assignment and Assumption Agreement” has the meaning set forth in Section 2.5(a)(ii). “Assumed Leases” has the meaning set forth in the definition of “Acquired Assets”. “Assumed Liabilities” means solely the following Liabilities of each of the Sellers as of the Closing Date Related to the Business: (a) all Liabilities under the Transferred Contracts (including all Cure Costs); (b) all amounts allocated to Buyer under Section 2.7 and to the extent not exempt under the Sale Order, all Transfer Taxes allocated to Buyer pursuant to Section 6.5; (c) all Prorated Charges apportioned to Buyer in accordance with Section 2.8; (d) all Liabilities, including those relating to or arising under Environmental Laws, relating to or arising out of the ownership or operation of the Stores or any Acquired Asset by Buyer from and after the Closing Date; and (e) to the extent that any Affected Union enters into a Modified Labor Agreement with Buyer, all Liabilities arising under such Modified Labor Agreement, in each case, from and after the Closing date; provided, however, that notwithstanding anything to the contrary set forth in this definition, the Assumed Liabilities shall not include any Excluded Liabilities. “Auction” means the auction for the assets of the Sellers and their Affiliates who are debtors in the Bankruptcy Cases held pursuant to the Bidding Procedures Order. “Back-up Termination Date” means the first to occur of (a) consummation of the transaction with the winning bidder at the Auction, (b) Buyer’s receipt of notice from Seller of the release by Seller of Buyer’s obligations under Section 5.4(d), and (c) forty-five (45) days after the conclusion of the Auction. “Bankruptcy Cases” means the contemplated Chapter 11 cases of Sellers and certain of their Affiliates. “Bankruptcy Code” has the meaning set forth in the recitals. “Bankruptcy Court” has the meaning set forth in the recitals. “Bidding Procedures Order” means the order of the Bankruptcy Court, entered into in the Bankruptcy Cases on February 21, 2020 as Document Number 202. “Xxxx of Sale” has the meaning set forth in Section 2.5(a)(i). “Bonding Requirements” means standby letters of credit, guarantees, indemnity bonds and other financial commitment credit support instruments issued by third parties on behalf of Sellers or any of their respective Subsidiaries or Affiliates regarding any of the Acquired Assets. 4
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“Break-Up Fee” has the meaning set forth in Section 5.4(a). “Broadway Inventory, Cash and Prepaid Amount” has the meaning set forth in Section 2.3(a)(ii). “Broadway Store” means the Store operated by Sellers at 0000 Xxxxxxxx, Xxx Xxxx, XX 00000. “Business” means the operation of the Stores, the Harlem Lot and the PDC by Sellers. “Business Day” means any day, other than a Saturday, Sunday and any day which is a legal holiday under the Laws of the State of New York or is a day on which banking institutions located in the State of New York are authorized or required by Law or other governmental action to close. “Buyer” has the meaning set forth in the preamble. “Buyer Carve Out” means a decree from the Bankruptcy Court that the collateral securing any claim of any holder of a Lien against the assets of the Sellers shall be used to pay the Termination Payment, and any of Buyer’s Damages, in accordance with this Agreement. “Buyer 401(k) Plan” has the meaning set forth in Section 6.4(d). “Buyer Proration Amount” has the meaning set forth in Section 2.8(d). “Cash Equivalents” means cash, checks, money orders, funds in time and demand deposits or similar accounts, marketable securities, short-term investments, and other cash equivalents and liquid investments. “Cash Purchase Price” has the meaning set forth in Section 2.3(a). “Chelsea Inventory, Cash and Prepaid Amount” has the meaning set forth in Section 2.3(a)(viii). “Chelsea Store” means the Store operated by the Sellers at 000 0xx Xxxxxx, Xxx Xxxx, XX 00000. “Claim” has the meaning set forth in section 101(5) of the Bankruptcy Code. “Closing” has the meaning set forth in Section 2.4. “Closing Date” has the meaning set forth in Section 2.4. “COBRA” has the meaning set forth in Section 6.4(g). “Code” means the U.S. Internal Revenue Code of 1986, as amended. “Collective Bargaining Agreement” shall mean each collective bargaining agreement, labor contract or memorandum of understanding entered into with a union governing the terms and conditions of employment of a Covered Employee. 5
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“Company” has the meaning set forth in the preamble. “Competing Bid” has the meaning set forth in Section 5.4(b). “Confidentiality Agreement” means the confidentiality agreement, dated as of October 14, 2019, by and between the Company and Buyer. “Contract” means any agreement, contract, license, arrangement, commitment, promise, obligation, right, instrument, document or other similar understanding, which in each case is in writing and signed by parties intending to be bound thereby. “Contracting Parties” has the meaning set forth in Section 9.14. “Covered Employee” means an employee of the Company or any of its Subsidiaries at the Closing whose duties relate primarily to the Business, including such employees who are on short- term disability, long-term disability, military leave, or any other approved leave of absence as of the Closing. “Cure Costs” means all amounts payable in order to cure any monetary defaults required to be cured under section 365(b)(1) of the Bankruptcy Code or otherwise to effectuate, pursuant to the Bankruptcy Code, the assumption by the applicable Seller and assignment to Buyer of the Transferred Contracts; provided, however, that Cure Costs shall not include obligations under Transferred Contracts which constitute administrative expenses in the Bankruptcy Cases, and provided, further, however, that with respect to each Assumed Lease, the Cure Costs shall not exceed the sum of one month’s rent (including any related common area maintenance charges or taxes for such period) with respect thereto. “Damages” means any actual losses, claims, liabilities, debts, damages, fines, penalties or costs (in each case, including reasonable out-of-pocket expenses). “Decree” means any judgment, decree, ruling, injunction, assessment, attachment, undertaking, award, charge, writ, executive order, administrative order, or any other order of any Governmental Authority. “Disclosure Schedule” has the meaning set forth in Article III. “Employee Benefit Plans” has the meaning set forth in Section 3.9(a). “Environmental Law” means any applicable Law relating to the protection of the environment or natural resources, including the use, handling, transportation, treatment, storage, disposal, release or threat of release or discharge of Hazardous Materials. “Environmental Permit” means any Permit that is required by a Governmental Authority under any Environmental Law and necessary to operate the Business as of the Agreement Date. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “Escrow Agent” means Citibank, N.A. 6
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“Escrow Agreement” means that certain Escrow Agreement, dated as of the date hereof, by and among Sellers, Buyer, and the Escrow Agent, a copy of which is attached hereto as Exhibit A. “Escrow Amount” has the meaning set forth in Section 2.3(b). “Excluded Assets” means, without duplication, all assets of Sellers as of the Closing that are not expressly included in the Acquired Assets, including: (a) any of Sellers’ other supermarkets, distribution centers, administrative offices and facilities, and all assets or properties located thereon or otherwise related thereto that are not identified as Acquired Assets; (b) any asset of Sellers that is (i) not located in the Stores, the Harlem Lot or the PDC and not Related to the Business or (ii) inseparable from any other business of Sellers or any of their Affiliates (other than the Business), in each case, including (A) organizational documents, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, stock certificates, and other documents relating to Sellers’ organization, maintenance, existence, and operation; (B) books and records related to (1) Taxes paid or payable by Sellers or (2) any claims, obligations or liabilities not included in Assumed Liabilities; and (C) any Tax refund, deposit, prepayment, credit, attribute, or other Tax asset of or with respect to any of the Sellers; (c) all capital stock of the Company or any of the Company’s Subsidiaries; (d) all Cash Equivalents (other than the Per Store Cash Closing Balances) and accounts receivable; (e) all Permits that are not part of the Acquired Assets as provided herein; (f) all insurance policies and binders and all rights thereunder, including all rights to recoveries, refunds and credits and to make claims thereunder; (g) all of Sellers’ rights under this Agreement or any Related Agreement; (h) all of Sellers’ rights under any Contracts related to any Excluded Asset, unless such Contract is a Transferred Contract; (i) any and all automobiles, trucks, tractors, and trailers; (j) any other rebate, payment, reimbursement or refund arising from the Business prior to the Closing; (k) other than the right to use or possess any property which is the subject of a Transferred Contract, all leased equipment located at or used in the Stores; (l) any assets or other funding vehicle related to any Employee Benefit Plan; 7
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(m) the Furnishings and Equipment described on Section 1.1 of the Disclosure Schedule under the heading “Excluded Furnishings and Equipment” (the “Excluded Furnishings and Equipment”); (n) all (i) books and records that Sellers are required by Law to retain or that Sellers determine are necessary or advisable to retain; provided, however, that Buyer shall have the right to make copies of any portions of such retained books and records Related to the Business, Acquired Assets or Assumed Liabilities, or Transferred Employees; (ii) information management systems of Sellers, other than point of sale systems and Inventory management systems or any other systems serving the Stores or the PDC; (iii) documents relating to proposals to acquire the Business by Persons other than Buyer; and (iv) personnel files for Covered Employees who are not hired by Buyer; (o) all Contracts other than the Transferred Contracts; (p) all Excluded Inventory; (q) all claims, proceeds, causes of action, choses in action, rights of recovery and rights of set-off of any kind against any Person arising out of or relating to the Acquired Assets in connection with events occurring on or before the Closing (other than any Claims arising from any warranties or guarantees that are Acquired Assets, or any proceeds explicitly contemplated to be transferred to Buyer hereunder) including those arising under chapter 5 of the Bankruptcy Code; (r) all customer data and information derived from branded loyalty promotion or co-branded credit card programs and other similar information related to customer purchases at the Stores; (s) adequate assurance deposits posted in accordance with section 366 of the Bankruptcy Code; (t) those items set forth on Section 1.1 of the Disclosure Schedule under the heading “Excluded Assets”; and (u) any Employee Benefit Plan, pension plan or other employee agreement other than a Modified Labor Agreement. “Excluded Furnishings and Equipment” has the meaning set forth in the definition of Excluded Assets. “Excluded Inventory” means the following inventory of goods, merchandise or other inventory of Sellers located at the Stores or the PDC: (a) damaged, obsolete or unsalable items, including items which have passed their ‘sell by’ date; (b) any scanned based traded merchandise (including greeting cards and magazines) or merchandise held on consignment; (c) any seasonal or holiday item for any season or holiday which will not occur within 120 days after the Closing Date; (d) any inventory item that, as of the Closing Date, is not transferable under applicable Law; and (e) or any Inventory that, during the seven (7) day period prior to the Closing Date, is transferred to a Store from any other retail facility operated by Sellers or their Affiliates as of the date hereof. 8
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“Excluded Liabilities” means, without duplication, any Liability which is not an Assumed Liability, including the following Liabilities of Sellers: (a) any Liability not relating to or arising out of the Business or the Acquired Assets, including any Liability exclusively relating to or exclusively arising out of the Excluded Assets; (b) any Liability of Sellers for Taxes (except as provided for in Section 2.8 and Section 6.5 or constituting Cure Costs); (c) all indebtedness of Sellers for borrowed money, all accounts payable (except for Cure Costs), and any Claims against Sellers that are not Assumed Liabilities); (d) all Liabilities of Sellers under this Agreement or any Related Agreement and the transactions contemplated hereby or thereby; (e) any Liability of any Seller or any of its Affiliates under any Employee Benefit Plan, Multiemployer Plan, or other pension or benefit plan, unless expressly included herein or otherwise agreed to be assumed in writing by Buyer; and (f) any Liability relating to the Harlem Store. “Furnishings and Equipment” means all fixtures, trade fixtures, store models, shelving, and refrigeration equipment owned by Sellers and located at the Stores, including those items listed on Section 1.1 of the Disclosure Schedule under the headings “Furnishings and Equipment”. “GAAP” means United States generally accepted accounting principles consistently applied. “Governmental Authority” means any federal, state, local, or foreign government or governmental or regulatory authority, agency, board, bureau, commission, court, department, or other governmental entity (including the IRS). “Harlem Lot” means the property leased by Seller at 0000-0000 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. “Harlem Store” means the Store operated by a Seller at 0000 00xx Xxxxxx, Xxx Xxxx, XX 00000. “Hazardous Materials” means any substance, material or waste that is defined or regulated as “hazardous,” “toxic,” “radioactive,” a “pollutant,” a “contaminant” or words of similar regulatory effect under any applicable Environmental Law, including asbestos, polychlorinated biphenyls, radioactive materials, petroleum and petroleum by-products and distillates. “HSR Act” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976. “Independent Accounting Firm” has the meaning set forth in Section 2.7. 9
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“Intellectual Property” means: (a) all issued patents and patent applications, together with all reissuances, continuations, continuations-in-part, divisionals, extensions and reexaminations thereof; (b) all trademarks, service marks, trade dress, logos, trade names, and Internet domain names, together with all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith (“Marks”); (c) all copyrights, together with all registrations and applications for registration therefor and renewals in connection therewith; (d) all trade secrets, know-how, technology, improvements, and inventions; and (e) all computer software (including data and databases). “Interest Rate” means the prime lending rate reported by the Wall Street Journal as of the date of the payment was due plus one and one-half percent (1.5%) per month (or, if lower, the maximum interest rate allowed by law), compounded monthly, until the date such payment is made. “Interim Cash” has the meaning set forth in Section 2.6(g). “Inventory” means all inventory of goods, merchandise, food, beverages, Supplies, tobacco inventory and other products (including, to the extent transferable to Buyer pursuant to the transactions contemplated hereby and under applicable Law, alcohol and other alcoholic beverages), in each case, that is offered for sale to customers at the Stores and owned by Sellers, other than Excluded Inventory. “Inventory Count” has the meaning set forth in Section 2.6(a). “Inventory Date” has the meaning set forth in Section 2.6(a). “Inventory Purchase Price” has the meaning set forth in Section 2.6(b). “Inventory Taker” has the meaning set forth in Section 2.6(a). “IP Assignment and Assumption Agreement” has the meaning set forth in Section 2.5(a)(iv). “IRS” means the U.S. Internal Revenue Service. “Kips Bay Inventory, Cash and Prepaid Amount” has the meaning set forth in Section 2.3(a)(vi). “Kips Bay Store” means the Store operated by Sellers at 000 0xx Xxxxxx, Xxx Xxxx, XX 00000. “Knowledge of Sellers” means the actual knowledge of the individuals identified on Section 1.1 of the Disclosure Schedule under the heading “Knowledge Parties”. “Law” means any constitution applicable to, and any statute, treaty, code, rule, regulation, ordinance, or legally binding requirement of, any Governmental Authority. 10
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“Lease” means a lease, sublease, license, concession, option, contract, extension letter, easement, reciprocal easement, assignment, termination agreement, subordination agreement, nondisturbance agreement, estoppel certificate or other agreement (written or oral), and any amendments or supplements to the foregoing, and recorded memoranda of any of the foregoing. “Lease Assignment and Assumption Agreements” has the meaning set forth in Section 2.5(a)(iii). “Liability” means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due) regardless of when arising. “Lien” means any mortgage, pledge, lien, charge, Claim, security interest, option, right of first refusal, easement, security agreement or other encumbrance or restriction on the use or transfer of any property; provided, however, that “Lien” shall not be deemed to include any license of Intellectual Property. “Loss” has the meaning set forth in Section 2.10(a). “Malware Attack” means an unauthorized intrusion into any of Sellers’ computer systems occurring after January 22, 2020, for purposes of interfering with Sellers’ access to the information on such computer systems. “Material Adverse Effect” means any effect or change that has a material adverse effect on the condition of the Acquired Assets or the Business, taken as a whole, other than any effects or changes arising from or related to, (a) general business or economic conditions in any of the geographical areas in which the Stores operate, (b) any condition or occurrence affecting retail grocery generally, (c) national or international political or social conditions, including the engagement by any country in hostilities, whether commenced before or after the date hereof and whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack, (d) financial, banking, or securities markets (including any disruption thereof or any decline in the price of securities generally or any market or index), (e) the occurrence of any act of God or other calamity or force majeure events (whether or not declared as such), including any natural disaster, fire, flood, hurricane, tornado, or other weather event, (f) changes in Law or accounting rules, (g) the taking of any action contemplated by this Agreement or any Related Agreement or taken with the consent of the other Party, (h) any effects or changes as a result of the announcement or pendency of this Agreement, (i) any filing or motion made under sections 1113 or 1114 of the Bankruptcy Code, (j) the sale of the Excluded Assets to any third parties by any Seller or any of its Affiliates, (k) any effects or changes arising from or related to the breach of the Agreement by Buyer, (l) any failure by Sellers to meet internal or published projections, estimates or forecasts of revenues, earnings or other measures of financial or operating performance by any period, (m) the failure of Sellers to obtain any consent, permit, authorization, waiver or approval required in connection with the transactions contemplated hereby, (n) any items set forth in the Disclosure Schedule, or (o) any matter of which Buyer is aware on the date hereof (provided, that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded by this clause (o), except in the case of the foregoing clauses (a), 11
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(b), (c) or (f), to the extent such effect or change is (or would reasonably be expected to be) disproportionately adverse with respect to the Acquired Assets or the Business, in each case, taken as a whole, compared to other Persons in the industry in which Sellers conduct the Business, but, in such case, only the incremental disproportionate impact of such effects, changes, conditions, circumstances, developments or events shall be taken into account in determining whether a “Material Adverse Effect” has occurred). “Modified Labor Agreement” means a new collective bargaining agreement with an Affected Union that is entered into by Buyer and an Affected Union. “Monthly Prorated Charges” has the meaning set forth in Section 2.8(a). “Multiemployer Plan” has the meaning set forth in Section 3.9(c). “Net Prorated Charges” has the meaning set forth in Section 2.8(d). “Non-Party Affiliates” has the meaning set forth in Section 9.14. “Order” means any order, judgment, injunction, ruling, writ, award or Decree of any Governmental Authority. “Ordinary Course of Business” means the ordinary and usual course of normal day to day operations of the Business through the date hereof consistent with past practice. “Outside Date” has the meaning set forth in Section 8.1(b)(ii). “Party” and “Parties” have the meanings set forth in the preamble. “PDC” has the meaning set forth in the preamble. “PDC Assets” has the meaning set forth in Section 2.3. “PDC Inventory, Cash and Prepaid Amount” has the meaning set forth in Section 2.3(a)(x). “Per Store Cash Closing Balance” has the meaning set forth in the definition of Acquired Assets. “Permit” means any franchise, approval, permit, license, order, registration, certificate, variance or similar right obtained from any Governmental Authority. “Permitted Lien” means: (a) Liens for Taxes not yet due and payable; (b) mechanic’s, workmen’s, repairmen’s, carrier’s or other similar Liens, including all statutory liens, arising or incurred in the Ordinary Course of Business (in an aggregate amount not to exceed $250,000); (c) with respect to leased or licensed real or personal property, the terms and conditions of the lease, license, sublease or other occupancy agreement applicable thereto; (d) with respect to real property, zoning, building codes and other land use Laws regulating the use or occupancy of such real property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such real property; (e) easements, covenants, conditions, 12
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restrictions and other similar matters affecting title to real property and other encroachments and title and survey defects that do not or would not reasonably be expected to have a Material Adverse Effect; (f) matters that would be disclosed on an accurate survey of the real property; (g) Liens shown in any title commitment, report or policy, or otherwise of record, other than Liens arising under the UCC, Liens securing any judgment, or any Lien securing the payment of money; (h) Liens arising out of, under or in connection with this Agreement or any Related Agreement; and (i) Liens created by or through, or resulting from, any facts or circumstances relating to Buyer or its Affiliates. “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or any other entity, including any Governmental Authority or any group of any of the foregoing. “Prepaid Expenses” has the meaning set forth in the definition of Acquired Assets. “Prepaid Expenses Amount” means aggregate amount of all Prepaid Expenses. “Proceeding” means any action, cause of action, suit, claim, investigation, audit, demand, hearing or proceeding, whether civil, criminal, administrative, or arbitral, whether at Law or in equity and whether before any Governmental Authority. “Proposal” has the meaning set forth in Section 6.3. “Prorated Charges” means (a) the Monthly Prorated Charges, (b) the non-monthly real estate related payments prorated pursuant to Section 2.8(b) and (c) the real estate Taxes and assessments and other Taxes (other than Transfer Taxes), in each case, (i) imposed upon or assessed directly against the Acquired Assets as of the Closing (including personal property Taxes and similar Taxes), in each case, for the Tax period in which the Closing occurs and (ii) prorated pursuant to Section 2.8(c). “Proration Period” has the meaning set forth in Section 2.8(c). “Purchase Price” has the meaning set forth in Section 2.3(a). “Purchase Price Allocation” has the meaning set forth in Section 2.7. “Related Agreements” means the Xxxx of Sale, the Assignment and Assumption Agreement, the IP Assignment and Assumption Agreement, and the Lease Assignment and Assumption Agreements. “Related Orders” has the meaning set forth in Section 5.4(c). “Related to the Business” means used or held for use exclusively in the operation of the Stores by a Seller or, in the case of a Liability, to the extent accrued, reserved or incurred in connection with the operation of the Stores by a Seller. “Representative” means, when used with respect to a Person, the Person’s controlled Affiliates (including Subsidiaries) and such Person’s and any of the foregoing Persons’ respective 13
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officers, directors, managers, members, stockholders, partners, employees, agents, incorporators, representatives, advisors (including financial advisors, bankers, consultants, legal counsel, and accountants), and financing sources. “Seller 401(k) Plan” has the meaning set forth in Section 6.4(d). “Sale Hearing” means a hearing before the Bankruptcy Court to approve this Agreement and the Sale Order. “Sale Order” means an order of the Bankruptcy Court in form and substance reasonably satisfactory to the Parties (a) approving (i) this Agreement and the execution, delivery, and performance by Sellers of this Agreement and the other instruments and agreements contemplated hereby; (ii) the sale of the Acquired Assets to Buyer free and clear of all Liens and Claims, other than any Permitted Liens or any Assumed Liabilities; (iii) the assumption of the Assumed Liabilities by Buyer on the terms set forth herein; and (iv) the assumption and assignment to Buyer of the Transferred Contracts on the terms set forth herein; (b) determining that Buyer is a good faith Buyer, and that Buyer is not a successor to the Sellers for any purpose; and (c) providing that the Closing will occur in accordance with the terms and conditions hereof. “Seller Marks” has the meaning set forth in the definition of “Acquired Assets”. “Seller Proration Amount” has the meaning set forth in Section 2.8(d). “Sellers” has the meaning set forth in the preamble. “Store” and “Stores” have the meanings set forth in the recitals. For purposes of Sections 2.6 and 5.1(c) of this Agreement, the Harlem Parking Lot shall be excluded from Stores. “Subsidiary” means, with respect to any Person, on any date, any other Person (a) the accounts of which would be consolidated with and into those of the applicable Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date or (b) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests or more than fifty percent (50%) of the profits or losses are, as of such date, owned, controlled or held by such Person or one or more subsidiaries of such Person. “Supplies” shall mean cleaning supplies (including materials, solutions and waxes), small wares, office supplies, production supplies and any similar items at the Stores. “Tax” or “Taxes” means any United States federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalty or addition thereto, whether disputed or not. 14
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“Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. “Termination Payment” has the meaning set forth in Section 5.4(a). “Transfer Tax” has the meaning set forth in Section 6.5. “Transferred Contracts” has the meaning set forth in the definition of “Acquired Assets”. “Transferred Employee” has the meaning set forth in Section 6.4(a). “Treasury Regulations” means the regulations promulgated by the U.S. Department of the Treasury under the Code, including proposed and temporary regulations. “UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York. “WARN Act” means, collectively, the Worker Adjustment and Retraining Notification Act of 1989 and any similar state or local Law. “86th Street Inventory, Cash and Prepaid Amount” has the meaning set forth in Section 2.3(a)(iv). “86th Street Store” means the Store operated by Sellers at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000. Section 1.2 Interpretations. Unless otherwise indicated herein to the contrary: (a) When a reference is made in this Agreement to an Article, Section, Exhibit, Schedule, clause or subclause, such reference shall be to an Article, Section, Exhibit, Schedule, clause or subclause of this Agreement. (b) The words “include,” “includes” or “including” and other words or phrases of similar import, when used in this Agreement, shall be deemed to be followed by the words “without limitation.” (c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (d) The word “if” and other words of similar import shall be deemed, in each case, to be followed by the phrase “and only if.” (e) The use of “or” herein is not intended to be exclusive. (f) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the context may require, any pronouns used 15
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(xii) $4,100,000 to the Pelham Store; and (xiii) $1,842,000 (the “Pelham Inventory, Cash and Prepaid Amount”) (subject to adjustment pursuant to the final sentence of this Section 2.3(a)) to the Inventory, Per Store Cash Closing Balances and Prepaid Expenses attributable to the Pelham Store. After the completion of the Inventory Count, to the extent the amounts of Inventory, Per Store Cash Closing Balances or Prepaid Expenses delivered by Sellers to Buyer at Closing are less than or greater than the applicable amounts set forth in clause (ii), (iv) (vi), (ix), (xi), or (xiii) above, the Cash Purchase Price shall be increased or decreased, as applicable, by such amount on a dollar for dollar basis. The Broadway Inventory, Cash and Prepaid Amount, the 00xx Xxxxxx Inventory, Cash and Prepaid Amount, the Kips Bay Inventory, Cash and Prepaid Amount, the Chelsea Inventory, Cash and Prepaid Amount, the PDC Inventory, Cash and Prepaid Amount, or Pelham Inventory, Cash and Prepaid Amount shall be then so adjusted, provided, that in the event Buyer elects to remove the Leases for the Harlem Lot in accordance with Section 1.1(c) Sellers shall elect to (A) deem all Acquired Assets that, as reasonably determined by Sellers, relate solely to the Harlem Parking Lot (collectively, the “Harlem Parking Lot Assets”), as Excluded Assets, and (B) decrease the Cash Purchase Price by $100,000. In consideration for Buyer agreeing at the Auction to offer employment to all of the Covered Employees at the Stores (as provided in Section 6.4(a)), the Cash Purchase Price shall be further reduced by $200,000. (b) Upon the execution of this Agreement, pursuant to the terms of the Escrow Agreement, Buyer shall, within one (1) Business Day following the date hereof, deposit with the Escrow Agent the sum equal to the difference between 10% of the Cash Purchase Price and six million eight hundred thousand dollars ($6,860,000), which has previously been deposited by Buyer with the Escrow Agent, by wire transfer of immediately available funds (the “Escrow Amount”), to be released by the Escrow Agent and delivered to either Buyer or Sellers, in accordance with the provisions of the Escrow Agreement. Pursuant to the Escrow Agreement, the Escrow Amount (together with all accrued investment income thereon, if any) shall be distributed as follows: (i) if the Closing shall occur, the Escrow Amount shall be paid to Sellers and applied towards the Purchase Price payable by Buyer to Sellers under Section 2.3(a) and all accrued investment income thereon, if any, shall be delivered to Buyer at the Closing; (ii) if this Agreement is terminated by Sellers pursuant to Section 8.1(d) (subject to Buyer’s right to contest the validity of Seller’s termination) the Escrow Amount, together with all accrued investment income thereon, if any, shall be delivered to Sellers; or (iii) if this Agreement is terminated for any reason other than by any Seller pursuant to Section 8.1(d), the Escrow Amount, together with all accrued investment income thereon, shall in each case be returned to Buyer. 18
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Section 2.4 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Weil, Gotshal & Xxxxxx LLP located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (or such other location as shall be mutually agreed upon by Sellers and Buyer) (the “Closing Date”), as soon as reasonably practicable, and in no event later than three (3) Business Days, following the date upon which the last to be satisfied or waived of each of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) shall have been satisfied or waived in accordance with this Agreement; provided, however, that Buyer or Sellers may extend the Closing Date to a date not later than May 6, 2020, if in either Buyer’s or Sellers’ reasonable judgment it is necessary to do so to accommodate issues that exist due to the effects of the virus known as COVID-19 (in which case the Outside Date shall be extended for a concurrent period), by providing written notice of such extension no later than April 30, 2020. For purposes of this Agreement and the transactions contemplated hereby, the Closing will be deemed to occur and be effective, and title to and risk of loss associated with the Acquired Assets, shall be deemed to occur at 12:01 am, New York City time, on the Closing Date. Section 2.5 Closing Payments and Deliveries. (a) At the Closing, Sellers will deliver or cause to be delivered to Buyer the following: (i) a duly executed Xxxx of Sale substantially in the form of Exhibit B (the “Xxxx of Sale”); (ii) a duly executed Assignment and Assumption Agreement substantially in the form of Exhibit C (the “Assignment and Assumption Agreement”); (iii) a duly executed Assignment and Assumption of Lease for each of the Assumed Leases substantially in the form of Exhibit D (each a “Lease Assignment and Assumption Agreement” and collectively, the “Lease Assignment and Assumption Agreements”); (iv) a duly executed IP Assignment and Assumption Agreement substantially in the form of Exhibit E (the “IP Assignment and Assumption Agreement”); (v) an executed certificate of non-foreign status from each Seller in compliance with Treasury Regulations Section 1.1445-2; (vi) a duly executed certificate from an officer of each Seller to the effect that each of the conditions specified in Section 7.2(a) and Section 7.2(b) is satisfied; and (vii) all keys, passwords and codes necessary to access the Stores, the Harlem Lot and the PDC, each of which shall be delivered in person at the Closing. (b) At the Closing, Buyer will deliver or cause to be delivered to Sellers the following: 19
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New Jersey and has all requisite corporate or similar power and authority to own, lease, and operate its assets and to carry on its business as now being conducted. Section 4.2 Authorization of Transaction. Buyer has full power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby to which Buyer is a party have been duly authorized by Buyer. This Agreement (assuming due authorization and delivery by Sellers) constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, moratorium, or other similar Laws relating to creditors’ rights and general principles of equity. Section 4.3 No Conflict; Government Filings. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Article II) will (a) conflict with or result in a breach of the certificate of incorporation or bylaws, or other organizational documents, of Buyer, (b) violate any Law or Decree to which Buyer is, or its assets or properties are, subject or (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any Contract to which Buyer is a party or by which it is bound, except, in the case of either clause (b) or (c), for such conflicts, breaches, defaults, accelerations, rights or failures to give notice as would not, individually or in the aggregate, prevent or materially impair or delay Buyer’s ability to consummate the transactions contemplated hereby or perform its obligations hereunder on a timely basis. Other than the applicable requirements of the HSR Act, Buyer is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement, except where the failure to give notice, file or obtain such authorization, consent or approval would not, individually or in the aggregate, prevent or materially impair or delay Buyer’s ability to consummate the transactions contemplated hereby or perform its obligations hereunder on a timely basis. Section 4.4 Proceedings; Decrees. There is no Proceeding pending or, to the knowledge of Buyer, threatened in writing that challenges the validity or enforceability of this Agreement or seeks to enjoin or prohibit consummation of the transactions contemplated hereby. Neither Buyer nor any of its Subsidiaries is subject to any outstanding Decree that would prevent or materially impair or delay Buyer’s ability to consummate the transactions contemplated hereby or perform its obligations hereunder on a timely basis. Section 4.5 Brokers’ Fees. Buyer has not entered into any Contract to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Sellers or any of their Affiliates could become liable or obligated to pay. Section 4.6 Sufficient Funds; Adequate Assurances. Buyer has, and upon the Closing will have, immediately available funds sufficient for the satisfaction of all of Buyer’s obligations under this Agreement, including the payment of the Purchase Price and all fees, expenses of, and other amounts required to be paid by, Buyer in connection with the transactions contemplated hereby. Buyer has not incurred, and is not contemplating or aware of, any obligation, commitment, 29
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commercially reasonable efforts to (A) conduct the Business only in the Ordinary Course of Business, (B) preserve the present business operations, organization and goodwill of the Business and (C) preserve the present relationships with material vendors and suppliers of the Business. (b) Except (i) as set forth on Section 5.1(b) of the Disclosure Schedule, (ii) as required or contemplated by applicable Law or by order of the Bankruptcy Court, (iii) as otherwise contemplated by this Agreement or (iv) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), no Seller shall, solely as it relates to the Business: (i) other than in the Ordinary Course of Business, as required by any applicable collective bargaining agreement or Law or pursuant to any Contract in effect as of the date of this Agreement or as permitted by any Employee Benefit Plan, with respect to any Transferred Employees (A) materially increase the annual level of compensation of any Covered Employee or (B) materially increase the coverage or benefits available under any (or create any new) Employee Benefit Plan; (ii) subject any of the Acquired Assets to any Lien, except for Permitted Liens and any Lien securing any debtor in possession loan facility or granted in an order authorizing use of cash collateral; provided, however, Seller’s obligation to deliver the Acquired Assets free of Liens shall include any Liens granted under any debtor in possession loan facility or cash collateral order; or (c) During the period commencing on the date that is seven (7) days prior to the Closing Date, Sellers shall not transfer Inventory to any of the Stores or the PDC from any other retail facility operated by Sellers as of the date hereof. (d) If, in connection with COVID-19, Sellers determine to curtail, reduce or cease operations at any Store or the PDC included in the Acquired Assets for any reason other than an order of a Governmental Authority for a period of more than 24 consecutive hours, Sellers shall consult with Buyer with respect to the manner, duration and other aspects of such change in operations. (e) After execution and delivery of this Agreement, upon providing at least two (2) Business Days’ prior written notice to Sellers, Buyer shall be permitted reasonable access to the Stores and the PDC for purposes of installing the equipment set forth on Section 5.1(e) of the Disclosure Schedules that Buyer intends to utilize in its operation of the Stores and the PDC after Closing. Such access may be during periods when the Stores open or otherwise not open for business, in Buyer’s discretion. Buyer may post an employee or agent on the Sellers’ premises on which such installations occur in order to secure and protect the property so installed. Buyer shall accomplish such installation without interfering with the operation of Sellers’ Business. In connection herewith, Buyer shall (i) reimburse Sellers for any of Sellers’ costs or expenses incurred in connection with providing such access to the Stores, including costs and expenses to have a representative of Sellers at the Stores during non-business hours, (ii) procure adequate insurance coverage for any such installations, and (iii) indemnify and hold harmless Sellers from and against all losses or other liabilities for damage to, or loss of, any property arising out of the performance of such work by Buyer and its representatives. 31
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of consummation of a Competing Bid from the proceeds of a Competing Bid (or from other assets of Sellers if the Competing Bid does not result in provision of sufficient Cash Equivalents to Seller to make such payment) if no material breach by Buyer of this Agreement has occurred. Nothing in this Section 5.4 shall relieve Buyer or Sellers of any Liability for a breach of this Agreement prior to the date of termination. For the avoidance of doubt, each Party may pursue any remedies available to it for such breaches by the other Party prior to such termination, in accordance with the terms hereof. Upon payment of the Termination Payment to Buyer in accordance with this Section 5.4(a), and the return of the Escrow Amount together with all earnings thereon to Buyer, Sellers and their respective Representatives and Affiliates, on the one hand, and Buyer and its Representatives and Affiliates, on the other, will be deemed to have fully released and discharged each other from any Liability resulting from the termination of this Agreement and neither Sellers, their Representatives or Affiliates, on the one hand, nor Buyer, its Representatives or Affiliates, on the other hand, or any other Person will have any other remedy or cause of action under or relating to this Agreement or any applicable Law, including for reimbursement of expenses. (b) Competing Transaction. This Agreement is subject to the consideration by Sellers of higher or better competing bids in respect of all or any part of the Acquired Assets in accordance with the Bidding Procedures Order and this Agreement (whether in combination with other assets of Sellers or their Affiliates or otherwise, and whether by sale or proposal of a plan of reorganization that vests control over the Acquired Assets in a Person other than Buyer) (each, including a Post Auction Bid a “Competing Bid”). From the date hereof (and any prior time) and until the transactions contemplated hereby are consummated, Sellers are permitted to and to cause their Representatives and Affiliates to, initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Buyer and its Affiliates and Representatives) in connection with a Competing Bid, including, to (and to cause their Representatives and Affiliates to) respond to any inquiries or offers to purchase all or any part of the Acquired Assets, (including supplying information relating to the Business and the assets of Sellers to prospective purchasers). Any Competing Bid or combination of Competing Bids which Sellers deem higher or better than the terms of this Agreement shall be disclosed to Buyer promptly following Seller making such determination. (c) Bankruptcy Court Filings. (i) Provided Buyer is selected as the winning bidder in respect of the Acquired Assets at the Auction, or if no Competing Bid is submitted with respect to the Acquired Assets, Sellers shall diligently seek entry of the Sale Order and any other necessary orders to close the sale of the Acquired Assets (the “Related Orders”) by the Bankruptcy Court in accordance with the terms and conditions of the Bidding Procedures Order. Buyer and Sellers understand and agree that the consummation of the transactions contemplated by this Agreement is subject to approval by the Bankruptcy Court. Buyer agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Order and any Related Orders including a finding of adequate assurance of future performance by Buyer, including by furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Buyer under this Agreement and demonstrating that Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code. Buyer shall not, without the prior written consent of Sellers, file, join 34
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distribute the offers of employment to the Store employees through Sellers’ regular channels of employee communication. (b) Covered Employees and Employee Benefit Plans. (i) Liabilities. Effective as of the Closing, Buyer shall, or shall cause an Affiliate to, assume any and all Liabilities relating to, arising out of, or resulting from the employment or services, of any Transferred Employee, to the extent such Liabilities are based on any event which first occurs or exists on or after the Closing. Nothing set forth herein shall require Buyer to assume any Liability of Seller to any employee arising out of Seller’s operation of the Business or any business, or arising from operation or ownership of the Acquired Assets, prior to Closing. Seller shall retain, as the case may be, any and all Liabilities relating to, arising out of, or resulting from the employment or services, or termination of employment or services, of (A) any Transferred Employee, including under any Collective Bargaining Agreement, to the extent such Liabilities arise prior to the Closing and (B) any Covered Employee who does not become a Transferred Employee. Nothing contained herein shall obligate Buyer to pay or satisfy any liability to any employee of Seller for any severance benefits. (ii) Benefit Plans. Effective as of the Closing, Seller or its applicable Subsidiary shall terminate the participation of each Transferred Employee and such Transferred Employee’s eligible dependents in each Employee Benefit Plan. (c) Compensation and Benefits. (i) Commencing on the Closing Date and continuing through the first anniversary of the Closing Date, Buyer or its Affiliates shall provide or cause to be provided to the Transferred Employees not covered by a Modified Labor Agreement who remain in Buyer’s employ, (A) a base salary or wage rate, as applicable, and (B) employee benefits, no less favorable than provided to other employees working in stores operated by Buyer or its Affiliates in New York City. (ii) Buyer or its Affiliates shall provide Transferred Employees with the severance benefits provided to other employees working in stores operated by Buyer or its Affiliates in New York City, or under any Modified Labor Agreement, as applicable. (iii) As of the Closing Date, Buyer will honor the governing Modified Labor Agreements to the extent executed prior to Closing. (d) 401(k) Plan. Effective as of the Closing, and subject to the terms of the Modified Labor Agreements, each Transferred Employee eligible to participate in the tax-qualified defined contribution plan maintained by Sellers and their Subsidiaries (the “Seller 401(k) Plan”) shall be eligible to participate in a defined contribution plan sponsored by Buyer or its Affiliates that is intended to be qualified under Section 401(a) of the Code (a “Buyer 401(k) Plan”). Effective as of the Closing, in accordance with the terms of the Seller 401(k) Plan, the Seller 401(k) Plan shall provide Transferred Employees with the right to elect a distribution from the Seller 401(k) Plan and Buyer shall use commercially reasonable efforts to cause the Buyer 401(k) Plan to accept 41
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the rollover by any Transferred Employees of any “eligible rollover distribution” (within the meaning of Section 402(c)(4) of the Code) from the Seller 401(k) Plan, including plan loans. (e) Multiemployer Plans. The Sale Order shall provide that with respect to any Multiemployer Plan, pension plan, or Employee Benefit Plan to which Seller is a party or by which it is bound, Buyer shall have no Liability. (f) Accrued Vacation. Subject to the terms of the Modified Labor Agreements (i) Buyer or its Affiliates shall provide each Transferred Employee with credit for the same number of vacation and sickness benefit days such Transferred Employee has accrued but not used between January 1, 2020 and the Closing Date, subject to and in accordance with applicable Law or Buyer’s policies governing other employees working in stores operated in New York City by Buyer or its Affiliates. (g) Welfare Benefit Claims; COBRA. On the Closing Date, Sellers and their Subsidiaries shall cease to provide welfare coverage to each Transferred Employee and his or her covered dependents who are covered by a welfare benefit plan sponsored by Sellers and their Subsidiaries, and Buyer or its Affiliates shall commence providing such coverage to such individuals, subject to and in accordance with Buyer’s policies governing other New York City employees of Buyer or its Affiliates. Sellers shall be responsible in accordance with its applicable welfare plans (and the applicable welfare plans of their Subsidiaries) in effect prior to the Closing Date for all reimbursement claims (such as medical and dental claims) for expenses incurred, and for all non-reimbursement claims (such as life insurance claims) incurred, under Sellers’ or their Subsidiaries’ Employee Benefit Plans that are welfare benefit plans prior to the Closing Date by the Transferred Employees and their dependents. Buyer or its Affiliates shall be responsible in accordance with the applicable welfare plans of Buyer’s Affiliate for all reimbursement claims (such as medical and dental claims) for expenses incurred, and for all non-reimbursement claims (such as life insurance claims) based on facts or events which first occur on or after the Closing Date (or the date of commencement of employment with Buyer, if later) by Transferred Employees and their dependents. For purposes of this Section 6.4(g), a claim shall be deemed to have been incurred as follows: (i) for health, dental and prescription drug benefits, upon provision of such services, (ii) for life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, disability or accident giving rise to such benefits, and (iii) for hospital- provided health, dental, prescription drug or the benefits that become payable with respect to any hospital confinement, on such employee’s admission to the hospital. Sellers or their Subsidiaries shall provide coverage required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) under Sellers’ or their Subsidiaries’ Employee Benefit Plans that are group health plans with respect to qualifying events occurring prior to the Closing Date. Buyer and its Affiliates shall provide coverage required by COBRA to Transferred Employees and their eligible dependents or beneficiaries under Buyer’s group health plans with respect to qualifying events occurring on and after the Closing Date. (h) No Third Party Beneficiary Rights. The Parties agree that nothing in this Section 6.4, whether express or implied, is intended to create any third party beneficiary rights in any Covered Employee. 42
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Section 8.3 Lease Indemnity. If this Agreement is terminated pursuant to Section 8.1(d), following entry of the Sale Order, subject to Seller’s obligation to transfer the Assumed Leases to a Back-up Bidder, if any, Buyer shall indemnify Sellers for all Liabilities and Damages arising out of any Store Lease or Lease of the, the Harlem Lot or PDC assumed by Sellers which is not transferred by Sellers to any other Person. Section 8.4 Termination Waiver. Notwithstanding anything herein to the contrary, Buyer waives all of its rights under this Agreement arising out of or otherwise associated with the Malware Attack or any future unauthorized intrusion into any Seller’s computer systems, including the right to terminate this Agreement or reduce the Cash Purchase Price. For the avoidance of doubt, Buyer does not waive its right to reduce the Cash Purchase Price in the event of a Loss pursuant to Section 2.10(a). ARTICLE IX MISCELLANEOUS Section 9.1 Survival. Except for any covenant that by its terms is to be performed (in whole or in part) by any Party following the Closing, none of the representations, warranties, or covenants of any Party set forth in this Agreement or in any certificate delivered pursuant to Section 2.5(a) or Section 2.5(b) shall survive, and each of the same shall terminate and be of no further force or effect as of, the Closing. Section 9.2 Prior Agreement Superseded. This Agreement replaces and supersedes the Asset Purchase Agreement dated January 22, 2020 by and among Buyer and certain of Sellers (the “January 22 APA”). The January 22 APA is deemed terminated. Section 9.3 Termination Fee. The amount of the Termination Fee under the January 22 APA shall be a credit in favor of Buyer against the Purchase Price and upon such credit Buyer shall have no rights under Section 5.4(a). Section 9.4 Expenses. Except as otherwise expressly set forth herein, each Party will bear its own costs and expenses incurred in connection with the preparation and execution of this Agreement and the Related Agreements, the compliance herewith and therewith and the transactions contemplated hereby, including all fees of law firms, commercial banks, investment banks, accountants, public relations firms, experts and consultants. For the avoidance of doubt, Buyer shall pay all recording fees arising from the transfer of the Acquired Assets. Section 9.5 Entire Agreement. This Agreement, together with any documents, instruments and certificates explicitly entered referred to herein, the Related Agreements and the Confidentiality Agreement constitute the entire agreement between the Parties and supersede any prior understandings, agreements or representations (whether written or oral) by or between the Parties to the extent they relate in any way to the subject matter hereof. Section 9.6 Incorporation of Exhibits and Disclosure Schedule. The Exhibits to this Agreement and the Disclosure Schedule are incorporated herein by reference and made a part hereof. 47
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xxxxx.xxxxx@xxxx.xxx If to Buyer: Village Super Market, Inc. 000 Xxxxxxxx Xxx. Xxxxxxxxxxx, XX 00000 Attention: Xxxx Xxx Xxxxx Email: xxxx.xxxxxxxx@xxxxxxxx.xxx With a copy (which shall not constitute notice to Buyer) to: Xxxxxxxx Xxxxx & Deutsch LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X. XxXxxxxxx, Esq. Email: XXxxxxxxxx@xxx-xxx.xxx Any Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other Parties notice in the manner set forth in this Section 9.9. Section 9.10 Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the state of New York without regard to the conflict of laws rules or principles thereof (or any other jurisdiction) to the extent that such laws, rules or principles would direct a matter to another jurisdiction, except as otherwise required under the laws of the state of New York. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Bankruptcy Courts; and (ii) solely in connection with such Proceedings, (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Bankruptcy Courts, (B) waives any objection to the laying of venue in any such Proceeding in the Bankruptcy Courts, (C) waives any objection that the Bankruptcy Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 9.9 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 9.10(b) or that any Order issued by the Bankruptcy Courts may not be enforced in or by the Bankruptcy Courts; provided, however, that (x) if the Bankruptcy Cases have not been commenced or (y) upon the closing of the Bankruptcy Cases, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the U.S. District Court for the Southern District of New York sitting in New York County or the Commercial Division of the Courts of the State of New York sitting in the County of New York and any appellate court from any thereof, for the resolution of any such Proceeding. The Parties intend that all foreign jurisdictions will 49
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Exhibit A Escrow Agreement
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EXECUTION VERSION ESCROW AGREEMENT This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of January 22, 2020, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”), Village Super Market, Inc., a New Jersey corporation (“Buyer” and, together with the Company, sometimes referred to individually as a “Party” and collectively as the “Parties”), and Citibank, N.A., as escrow agent (the “Escrow Agent”). RECITALS WHEREAS, the Company and certain of its wholly-owned subsidiaries (such subsidiaries, together with the Company, the “Sellers”) and certain of their affiliates are contemplating filing voluntary petitions for relief under chapter 11 of title 11 of the United States Code on or about January 23, 2020 in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”); WHEREAS, this Agreement is being entered into pursuant to that certain Asset Purchase Agreement, by and among Sellers and Buyer, dated as of the date hereof (the “APA”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the APA; WHEREAS, the Parties have agreed to establish an escrow arrangement in accordance with the APA pursuant to which Buyer desires to purchase, acquire and assume from Sellers, all of the Acquired Assets and Assumed Liabilities, all as more specifically provided therein; and WHEREAS, the APA contemplates that within one (1) Business Day of the execution of the APA, Buyer shall deposit (or cause to be deposited) an amount equal to $6,860,000 (the “Escrow Amount”) with the Escrow Agent to be held in an escrow account (the “Escrow Account”) pending the closing pursuant to the terms hereof. The Escrow Amount, together with any investment proceeds thereon, and subject to any reduction for distributions made pursuant to the terms hereof, are referred to herein, collectively, as the “Escrow Funds”. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the Parties agree as follows: 1. Appointment. The Parties hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, to open and maintain the Escrow Account upon the terms and conditions set forth in this Agreement. The Escrow Agent hereby accepts such appointment and agrees to open and maintain the Escrow Account and to act as escrow agent in accordance with the terms and conditions set forth herein. The Escrow Agent shall not disburse or release any of the Escrow Funds except in accordance with the terms of this Agreement. 2. Escrow Funds. (a) On the date hereof, Buyer shall deposit with the Escrow Agent the Escrow Amount in immediately available funds to be held in the Escrow Account. WEIL:\00000000\1\44444.0008
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(b) All products and proceeds of the Escrow Funds, including all interest, dividends, gains and other income earned with respect thereto, shall be retained by the Escrow Agent and reinvested in the Escrow Funds and shall become part of the Escrow Funds; and shall be disbursed as part of the Escrow Funds in accordance with the terms and conditions of this Agreement. 3. Investment of Escrow Funds. (a) The Escrow Agent shall invest the Escrow Amount in an interest-bearing deposit obligation of Citibank N.A. insured by the Federal Deposit Insurance Corporation (“FDIC”) to the applicable limits with an initial rate of 0.25%. The Parties acknowledge that the initial interest rate is subject to change from time to time and shall be reflected in the monthly statement provided to the Parties. The Escrow Funds shall at all times remain available for distribution in accordance with Section 4 below. (b) The Escrow Agent shall prepare and send an account statement to all parties listed as recipients of such statements in the “Notice Section” on a monthly basis reflecting activity in the Escrow Account for the preceding month. (c) The Escrow Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of the escrowed property, as applicable, provided that the Escrow Agent has made such investment, reinvestment or liquidation of the escrowed property in accordance with the terms, and subject to the conditions of this Agreement. The Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. 4. Disposition and Termination of the Escrow Funds. (a) Escrow Funds. The Parties shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Funds as follows: (i) Upon receipt by the Escrow Agent of a Joint Release Instruction with respect to the Escrow Funds, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of a Joint Release Instruction, disburse, as directed in such Joint Release Instruction, all or part of the Escrow Funds from the Escrow Account, but only to the extent funds are available. (ii) Upon receipt by the Escrow Agent of a copy of Final Determination from any Party, the Escrow Agent shall on the fifth (5th) Business Day following receipt of such Final Determination, disburse, as directed in such Final Determination, all or part of the Escrow Funds from the Escrow Account specified in such Final Determination, but only to the extent funds are available. The Escrow Agent will act on such Final Determination without further inquiry. (iii) All payments of any part of the Escrow Funds shall be made by wire transfer of immediately available funds as set forth in the Joint Release Instruction or Final Determination, as applicable. 2 WEIL:\97350247\1\44444.0008
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with a copy (which shall not constitute notice) to: Weil, Gotshal & Xxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxx X. Xxxxxxx, P.C. Xxxxx Xxxxxxxxx Xxxxx Xxxxx Email: xxx.xxxxxxx@xxxx.xxx xxxxx.xxxxxxxxx@xxxx.xxx xxxxx.xxxxx@xxxx.xxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or, if to Buyer, then to: Village Super Market, Inc. 000 Xxxxxxxx Xxx. Xxxxxxxxxxx, XX 00000 Attention: Xxxx Xxx Xxxxx with a copy (which shall not constitute notice) to: Xxxxxxxx Xxxxx & Deutsch LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X. Xxxxxxxxx, Esq. Email: xxxxxxxxxx@xxx-xxx.xxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or, if to the Escrow Agent, then to: Citibank, N.A. Citi Private Bank 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxx.xxxxx@xxxx.xxx 7 WEIL:\97350247\1\44444.0008
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shall be issued by any other parties hereto, or on such party’s behalf, without the prior written consent of the Escrow Agent. * * * * * 10 WEIL:\97350247\1\44444.0008
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Schedule 1 ESCROW AGENT FEE SCHEDULE Citibank, N.A., Escrow Agent Acceptance Fee To cover the acceptance of the Escrow Agent appointment, the study of the Agreement, and supporting documents submitted in connection with the execution and delivery thereof, and communication with other members of the working group: Fee: WAIVED Administration Fee The annual administration fee covers maintenance of the Escrow Account including safekeeping of assets in the escrow account, normal administrative functions of the Escrow Agent, including maintenance of the Escrow Agent’s records, follow-up of the Agreement’s provisions, and any other safekeeping duties required by the Escrow Agent under the terms of the Agreement. Fee is based on Escrow Amounts being deposited in an interest bearing deposit account, FDIC insured to the applicable limits. Fee is payable simultaneously at time of funding of the escrow account. Fee: WAIVED Tax Preparation Fee To cover preparation and mailing of Forms 1099-INT, if applicable for the escrow parties for each calendar year: Fee: WAIVED Transaction Fees To oversee all required disbursements or release of property from the escrow account to any escrow party, including cash disbursements made via check and/or wire transfer, fees associated with postage and overnight delivery charges incurred by the Escrow Agent as required under the terms and conditions of the Agreement: Fee: WAIVED Other Fees Material amendments to the Agreement: additional fee(s), if any, to be discussed at time of amendment. TERMS AND CONDITIONS: The above schedule of fees does not include charges for out-of-pocket expenses or for any services of an extraordinary nature that Citibank or its legal counsel may be called upon from time to time to perform. Fees are also subject to satisfactory review of the documentation, and Citibank reserves the right to modify them should the characteristics of the transaction change. Citibank’s participation in this program is subject to internal approval of the third party depositing monies into the escrow account to be established hereunder. The Acceptance Fee, if any, is payable upon execution of the Agreement. Should this schedule of fees be accepted and agreed upon and work commenced on this program but subsequently halted and the program is not brought to market, the Acceptance Fee and legal fees incurred, if any, will still be payable in full. WEIL:\97350247\1\44444.0008
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EXHIBIT A-1 Certificate as to the Company’s Authorized Signatures The specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives of the Company and are authorized to initiate and approve transactions of all types for the escrow account or accounts established under this Agreement, on behalf of the Company. The below listed persons (must list at least two individuals, if applicable) have also been designated Call Back Authorized Individuals and will be notified by Citibank N.A. upon the release of Escrow Funds from the escrow account(s). Name / Title / Telephone Specimen Signature Name Signature Title Phone Mobile Phone Name Signature Title Phone Mobile Phone Name Signature Title Telephone Mobile Phone NOTE: Actual signatures are required above. Electronic signatures, “Docusigned” signatures and/or signature fonts are not acceptable. Exhibit to Escrow Agreement WEIL:\97350247\1\44444.0008
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EXHIBIT A-2 Certificate as to Buyer’s Authorized Signatures The specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives of Buyer and are authorized to initiate and approve transactions of all types for the escrow account or accounts established under this Agreement, on behalf of Buyer. The below listed persons (must list at least two individuals, if applicable) have also been designated Call Back Authorized Individuals and will be notified by Citibank N.A. upon the release of Escrow Funds from the escrow account(s). Name / Title / Telephone Specimen Signature Name Signature Title Phone Mobile Phone Name Signature Title Phone Mobile Phone Name Signature Title Telephone Mobile Phone NOTE: Actual signatures are required above. Electronic signatures, “Docusigned” signatures and/or signature fonts are not acceptable. Exhibit to Escrow Agreement WEIL:\97350247\1\44444.0008
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Exhibit B Form of Joint Written Instructions JOINT WRITTEN INSTRUCTIONS [_______] [__], 2020 Via Email Citibank, N.A. c/o Citi Private Bank 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx X. Xxxxx E-mail: xxxxxxx.xxxxx@xxxx.xxx Sir or Madam: Reference is made to that certain Escrow Agreement, dated as of January [●], 2020 (as amended, supplemented or otherwise modified from time to time, the “Escrow Agreement”), by and among Village Super Market, Inc. (“Buyer”), Fairway Group Holdings Corp. (the “Company”) and CITIBANK, N.A. (the “Escrow Agent”). Capitalized terms used and not otherwise defined in this joint written instruction shall have the meanings given to such terms in the Escrow Agreement. Pursuant to Section 4 of the Escrow Agreement, the Company and Buyer hereby instruct the Escrow Agent to release and distribute $[___] of the Escrow Funds [,which constitutes the interest accrued thereon,] that is in the Escrow Account [to [Buyer][the Company]] by wire transfer of immediately available funds in accordance with the wire transfer instructions attached hereto as Annex I. Very truly yours, [Buyer] By: Name: Title: [the Company] By: Name: Title: Exhibit to Escrow Agreement WEIL:\97350247\1\44444.0008
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Annex I to Joint Written Instructions Wire Instructions Exhibit to Escrow Agreement WEIL:\97350247\1\44444.0008
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Exhibit B Form of Xxxx of Sale
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EXHIBIT B XXXX OF SALE This XXXX OF SALE (this “Xxxx of Sale”) is entered into and effective as of [●], 2020, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and the direct and indirect wholly-owned Subsidiaries of the Company that are signatories thereto (together with the Company, the “Sellers”) and Village Super Market, Inc., a New Jersey Corporation (“Buyer”). Sellers and Buyer are referred to collectively herein as the “Parties.” WHEREAS, Sellers and Buyer are parties to that certain Asset Purchase Agreement, dated January 22, 2020 (the “Purchase Agreement”) (capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Purchase Agreement); and WHEREAS, the execution and delivery of this Xxxx of Sale is contemplated by Sections 2.5(a)(i) and 2.5(b)(ii) of the Purchase Agreement. NOW, THEREFORE, in consideration of the promises and mutual agreements set forth in the Purchase Agreement, and in consideration of the representations, warranties and covenants set forth in the Purchase Agreement, the Parties hereby agree as follows: 1. Sale and Acceptance of Acquired Assets. For true and lawful consideration paid to Sellers by Buyer, the sufficiency of which is hereby acknowledged, effective as of the Closing, Buyer hereby purchases from Sellers and Sellers hereby sell, transfer, assign, convey, and deliver to Buyer all of the Acquired Assets, free and clear of Liens or Claims to the maximum extent permitted under applicable bankruptcy law, except for Permitted Liens. As of the Closing, Buyer hereby accepts the foregoing sale, transfer, assignment, conveyance and delivery. 2. Conflict. The sale, transfer, assignment, conveyance, and delivery of the Acquired Assets made hereunder are made in accordance with and subject to all the terms and conditions of the Purchase Agreement (including, without limitation, the representations, warranties, covenants, and agreements contained therein), which is incorporated herein by reference and which terms and conditions shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of a conflict between the terms and conditions of this Xxxx of Sale and the terms and conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement shall govern, supersede, and prevail. Notwithstanding anything to the contrary in this Xxxx of Sale, nothing herein is intended to, nor shall it, extend, amplify, reduce or otherwise alter the representations, warranties, covenants, obligations, and remedies of the Parties contained in the Purchase Agreement or the survival thereof. 3. Notices. Any notice, request, or other document to be given hereunder to any Party shall be given in the manner specified in Section 9.7 of the Purchase Agreement. Any Party may change its address for receiving notices, requests, and other documents by giving written notice of such change to the other Parties. 4. Severability. The invalidity or unenforceability of any provision of this Xxxx of Sale shall not affect the validity or enforceability of any other provisions of this Xxxx of Sale. 5. Enforceability. In the event that any of the provisions of this Xxxx of Sale shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated only to the minimum extent necessary so that this Xxxx of Sale shall otherwise remain in full force and effect. WEIL:\97350444\2\44444.0008
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FAIRWAY BAKERY LLC By:__________________________________ Name: Title: FAIRWAY UPTOWN LLC By:__________________________________ Name: Title: [Signature Page to Xxxx of Sale]
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BUYER: VILLAGE SUPER MARKET, INC. By:__________________________________ Name: Title: [Signature Page to Xxxx of Sale]
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Exhibit C Form of Assignment and Assumption Agreement
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EXHIBIT C ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into and effective as of [●], 2020, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and the direct and indirect wholly-owned Subsidiaries of the Company that are signatories thereto (together with the Company, the “Sellers”) and [●], a [●] (“Buyer”). Sellers and Buyer are referred to collectively herein as the “Parties.” WHEREAS, the Parties are parties to that certain Asset Purchase Agreement, dated January 22, 2020 (the “Purchase Agreement”) (capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Purchase Agreement); and WHEREAS, the execution and delivery of this Agreement is contemplated by Sections 2.5(a)(ii) and 2.5(b)(iii) of the Purchase Agreement. NOW, THEREFORE, in consideration of the promises and mutual agreements set forth in the Purchase Agreement, and in consideration of the representations, warranties and covenants set forth in the Purchase Agreement, the Parties hereby agree as follows: 1) Assignment and Assumption. Effective as of the Closing, Sellers hereby sell, transfer, assign, convey, and deliver to Buyer, all of the Acquired Assets, including, without limitation, all of Sellers’ right, title, and interest in and to the Transferred Contracts, free and clear of Liens or Claims to the maximum extent permitted under applicable bankruptcy law, except for Permitted Liens and Buyer hereby assumes all Assumed Liabilities. Buyer agrees to pay, perform, honor, and discharge, or cause to be paid, performed, honored and discharged, all Assumed Liabilities in a timely manner in accordance with the terms thereof, including paying or causing to be paid, at or prior to the Closing, all Cure Costs. 2) Conflict. The assignment and assumption of the Acquired Assets and the Assumed Liabilities made hereunder are made in accordance with and subject to the Purchase Agreement (including, without limitation, the representations, warranties, covenants, and agreements contained therein), which is incorporated herein by reference. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement shall govern, supersede, and prevail. Notwithstanding anything to the contrary in this Agreement, nothing herein is intended to, nor shall it, extend, amplify, impair, or otherwise alter the representations, warranties, covenants, obligations, or remedies of the Parties contained in the Purchase Agreement or the survival thereof. 3) Notices. Any notice, request, or other document to be given hereunder to any Party shall be given in the manner specified in Section 9.7 of the Purchase Agreement. Any Party may change its address for receiving notices, requests, and other documents by giving written notice of such change to the other Parties. 4) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement. 5) Enforceability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated only to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. WEIL:\97348798\2\44444.0008
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prior understandings, agreements or representations (whether written or oral) by or between the Parties to the extent they relate in any way to the subject matter hereof. * * * * * 3 WEIL:\97348798\2\44444.0008
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FAIRWAY BAKERY LLC By:__________________________________ Name: Title: FAIRWAY UPTOWN LLC By:__________________________________ Name: Title: [Signature Page to Assignment and Assumption Agreement]
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BUYER: VILLAGE SUPER MARKET, INC. By: Name: Title: [Signature Page to Assignment and Assumption Agreement]
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Exhibit D Form of Lease Assignment and Assumption Agreement
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EXHIBIT D ASSIGNMENT AND ASSUMPTION OF LEASE This ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is entered into and effective as of [●], 2020, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”), [●], a [●] and a direct or indirect wholly-owned Subsidiary of the Company (together with the Company, the “Sellers”) and [●], a [●] (“Buyer”). Sellers and Buyer are referred to collectively herein as the “Parties.” WHEREAS, the Parties are parties to that certain Asset Purchase Agreement, dated January 22, 2020 (the “Purchase Agreement”) (capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Purchase Agreement); WHEREAS, the execution and delivery of this Assignment is contemplated by Sections 2.5(a)(iii) and 2.5(b)(iv) of the Purchase Agreement; and WHEREAS, Sellers desire to sell, transfer, assign, convey, and deliver to Buyer the Lease described in Schedule I attached hereto including all amendments, modifications, and supplements thereto (collectively, the “Lease”), and Buyer desires to accept an assignment of the Lease together with all right, title, and interest of Sellers thereunder. The property encumbered by the Lease (the “Leased Premises”) is described on Schedule II attached hereto. NOW, THEREFORE, in consideration of the promises and mutual agreements set forth in the Purchase Agreement, and in consideration of the representations, warranties and covenants set forth in the Purchase Agreement, the Parties hereby agree as follows: 1) Assignment and Assumption of Lease. Effective as of the Closing related to the Lease, Sellers hereby sell, transfer, assign, convey, and deliver to Buyer all of Sellers’ estate, right, title and interest as tenant of the leasehold estate described under the Lease, and Buyer hereby accepts the sale, transfer, assignment, conveyance, and delivery of Sellers’ estate, rights, title and interest in, to and under such leasehold estate. 2) Assumption of Assumed Liabilities. Effective as of the Closing related to the Lease, Sellers hereby assign and Buyer hereby (i) unconditionally and irrevocably assumes and agrees to pay, discharge, or perform when due, and release and discharge Sellers and their successors and assigns completely and forever from, all obligations and liabilities of any kind arising out of, or required to be performed under, such assigned Lease on or after the Closing Date related to the Lease, and (ii) unconditionally and irrevocably assumes, undertakes and agrees to pay, satisfy, perform and discharge in full, as and when due, and release and discharge Sellers and their successors and assigns completely and forever from, all of the Assumed Liabilities and all obligations and liabilities of any kind arising out of Buyer’s assumption of the Assumed Liabilities. Notwithstanding anything to the contrary contained herein, the Excluded Liabilities are specifically excluded from the Assumed Liabilities assumed by Buyer hereby and such Excluded Liabilities are not assigned by Sellers or assumed by Buyer. 3) Condition of the Leased Premises. Sellers shall deliver, and Buyer shall accept, possession of the Leased Premises in its “AS-IS, WHERE-IS, WITH ALL FAULTS” condition and without any representation or warranty, orally or in writing, by Sellers. No promise of Sellers to alter, remodel, or improve the Leased Premises has been made by Sellers to Buyer. 4) Conflict. The assignment and assumption of the Lease (and the obligations thereunder) made hereunder are made in accordance with and subject to all the terms and conditions of the Purchase WEIL:\97335463\5\44444.0008
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11) Succession and Assignment. This Assignment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign either this Assignment or any of its rights, interests, or obligations hereunder without the prior written consent of the other Parties. 12) Third Party Beneficiaries and Obligations. This Assignment shall not confer any rights or remedies upon any Person other than Buyer, each Seller, and their respective successors and permitted assigns. 13) Recordation. Subject to the following two sentences, this Assignment shall be recorded in the appropriate public records of the county in which the Leased Premises is located to the extent permitted by law. Sellers make no representation regarding the recordability of this Assignment, nor the Lease or related documents. Sellers shall bear no liability for the failure of the Lease, this Assignment, or related documents to be recorded. 14) Entire Agreement. This Assignment, together with the Purchase Agreement and the exhibits and the documents referred to in the Purchase Agreement, the Related Agreements and the Confidentiality Agreement constitute the entire agreement between the Parties and supersede any prior understandings, agreements or representations (whether written or oral) by or between the Parties to the extent they relate in any way to the subject matter hereof. * * * * * 3 WEIL:\97335463\5\44444.0008
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[SELLER] By: Name: Title: [ADD NOTARY JURAT ACCEPTABLE IN EACH JURISDICTION] [Signature Page to Assignment and Assumption of Lease]
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[BUYER] By: Name: Title: [ADD NOTARY JURAT ACCEPTABLE IN EACH JURISDICTION] [Signature Page to Assignment and Assumption of Lease]
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SCHEDULE I Leases [List Lease in the following form: Lease dated [●], by and between [●], a [●], as landlord, and [●], a [●], as tenant, recorded [●], at Book [●], page [●], in the records of [●] County, [●], [as amended by that certain [●] dated [●].]] WEIL:\97335463\5\44444.0008
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SCHEDULE II Leased Premises WEIL:\97335463\5\44444.0008
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Exhibit E Form of IP Assignment and Assumption Agreement
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EXHIBIT E INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Assignment”) is entered into and effective as of [●], 2020, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”) and the direct and indirect wholly-owned Subsidiaries of the Company that are signatories hereto (together with the Company, the “Sellers”) and [●], a [●] (“Buyer”). Sellers and Buyer are referred to collectively herein as the “Parties.” WHEREAS, the Parties are parties to that certain Asset Purchase Agreement, dated January 22, 2020 (the “Purchase Agreement”) (capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Purchase Agreement); WHEREAS, Sellers are the owners of certain Intellectual Property, including the Intellectual Property listed in the attached Schedule A (the “Assigned IP”); WHEREAS, pursuant to the Purchase Agreement, Sellers have agreed to sell, transfer, assign, convey and deliver all of the Assigned IP to Buyer; WHEREAS, the execution and delivery of this Assignment is contemplated by Sections 2.5(a)(iv) and 2.5(b)(v) of the Purchase Agreement; and WHEREAS, Sellers and Buyer now seek to consummate the assignment, sale and transfer of the Assigned IP. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1) Assignment. Effective as of the Closing, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sellers have sold, assigned, transferred and set over, and do hereby sell, assign, transfer and set over to Buyer the Assigned IP and all rights associated therewith, including, but not limited to, (i) all goodwill of Sellers’ business associated with said Assigned IP, together with any trademark and/or service xxxx applications and/or registrations including the same for the United States and all foreign countries and any registrations that may issue therefor in the United States and any foreign countries, (ii) all rights to file any future registrations or patents for any of the Assigned IP, and (iii) all common law rights associated with the Assigned IP, (iv) all causes of action or other rights that may be asserted under the Assigned IP; the same to be held and enjoyed by Buyer for its own use and enjoyment, and for the use and enjoyment of its successors, assigns and other legal representatives, as fully and entirely as the same would have been held and enjoyed by Sellers if this assignment and sale had not been made, together with all claims by Sellers for damages by reason of past infringement of any trademark or service xxxx which arises from the Assigned IP, with the right to xxx for, and collect the same for its own use and benefit, and for the use and benefit of its successors, assigns or other legal representatives. 2) Proxy. Upon reasonable request by Buyer, Sellers agree to execute all documents necessary to perfect the right, title, and interest conveyed herein in and to Buyer. In the event that Sellers are unable or unwilling to fully perform its obligations under this Assignment, to the extent necessary to perfect such right, title, and interest in and to Buyer, Sellers hereby irrevocably designate and appoint Buyer or its assigns and their duly authorized officers and agents as Sellers’ agents and attorneys-in-fact to act for and in Sellers’ behalf and instead of Sellers, to execute and file any registration, application or other document and to do all other lawfully permitted acts in connection with the Assigned IP. WEIL:\97348800\2\44444.0008
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FAIRWAY BAKERY LLC By:__________________________________ Name: Title: FAIRWAY UPTOWN LLC By:__________________________________ Name: Title: [Signature Page to IP Assignment and Assumption Agreement]
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BUYER: VILLAGE SUPER MARKET, INC. By:__________________________________ Name: Title: [Signature Page to IP Assignment and Assumption Agreement]
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SCHEDULE A ASSIGNED IP WEIL:\97348800\2\44444.0008