ASSET PURCHASE AGREEMENT BY AND AMONG SPENCE ENGINEERING COMPANY, INC., LESLIE CONTROLS, INC., EMERSON PROCESS MANAGEMENT REGULATOR TECHNOLOGIES, INC. AND CIRCOR INTERNATIONAL, INC.Asset Purchase Agreement • September 6th, 2019 • Circor International Inc • Miscellaneous fabricated metal products • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of August 30, 2019 (the “Agreement Date”), by and between Spence Engineering Company, Inc., a Delaware corporation (“Spence”), and Leslie Controls, Inc., a Delaware corporation (“Leslie”, and each of Spence and Leslie, a “Seller” and, collectively, the “Sellers”), Emerson Process Management Regulator Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of Emerson Electric Co. (“Buyer”), and, solely for purposes of Section 5 and Section 9, CIRCOR International, Inc., a Delaware corporation (“CIRCOR”).
GUARANTYGuaranty • September 6th, 2019 • Circor International Inc • Miscellaneous fabricated metal products • Delaware
This GUARANTY (“Guaranty”) is given on August 30, 2019, by CIRCOR International, Inc., a Delaware corporation (“CIRCOR”), to Emerson Process Management Regulator Technologies, Inc., a Delaware corporation (“Buyer”), with respect to that certain Asset Purchase Agreement, by and among CIRCOR, Buyer, Spence Engineering Company, Inc., a Delaware corporation (“Spence”), and Leslie Controls, Inc., a Delaware corporation (“Leslie”, and each of Spence and Leslie, a “Seller” and, collectively, the “Sellers”), dated as of the date hereof (the “Purchase Agreement”). Capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Purchase Agreement.
