ASSET PURCHASE AGREEMENT by and among D&W FOOD CENTERS, INC., D&W ASSOCIATE RESOURCES, LLC, ROBERT A. WOODRICK, ALEICIA D. WOODRICK, GEORGIA R. GIETZEN, JEFFREY A. GIETZEN, DOUGLAS E. BLEASE, and GERALD E. MATTHEWS, and FAMILY FARE, LLC and PREVO'S...Asset Purchase Agreement • December 22nd, 2005 • Spartan Stores Inc • Wholesale-groceries, general line • Michigan
THIS IS AN ASSET PURCHASE AGREEMENT (this "Agreement") made as of December 17, 2005 (the "Signing Date"), by and among (i) D&W Food Centers, Inc., a Michigan corporation ("D&W"); (ii) D&W Associate Resources, LLC, a Michigan limited liability company ("DWAR"); (iii) Family Fare, LLC, a Michigan limited liability company ("Family Fare"); and (iv) Prevo's Family Markets, Inc., a Michigan corporation ("Prevo's"). D&W and DWAR, individually or collectively (as the context requires) are referred to herein as "Seller." Family Fare and Prevo's, individually or collectively (as the context requires) are referred to herein as "Purchaser." Seller and Purchaser are sometimes individually referred to in this Agreement as a "Party" and collectively as the "Parties." The shareholders of D&W (together, the "Guarantors") listed on the signature page hereof join in this Agreement solely to provide certain indemnification guarantees pursuant to Section 7.2(a) and 9.15 below. Definitions for certain capi
