ASSET PURCHASE AGREEMENT by and among SOUTHERN HYDRAULIC CYLINDER, INC., THE ESTATE OF WILLIAM M. BUCHANAN, VAC, INC., MILLER INDUSTRIES, INC., AND THE OTHER PARTIES HERETO Dated as of May 31, 2023 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 1st, 2023 • Miller Industries Inc /Tn/ • Truck & bus bodies • Tennessee
THIS ASSET PURCHASE AGREEMENT (“Agreement”), dated as of May 31, 2023, is entered into by and among VAC, INC., a Tennessee corporation (“Buyer”), and solely for purposes of Section 9.13, MILLER INDUSTRIES, INC., a Tennessee corporation (“Parent”), SOUTHERN HYDRAULIC CYLINDER, INC., a Tennessee corporation (“Seller”), F. STEPHEN MILLER, a resident of the state of Tennessee (“Miller”), THE ESTATE OF WILLIAM M. BUCHANAN (the “Estate”, together with Miller, each a “Shareholder”, and together, the “Shareholders”, and together with Miller and Seller, the “Selling Parties”), the WILLIAM MOULTON BUCHANAN REVOCABLE TRUST DATED DECEMBER 3, 2009 (the “Trust”), and solely for purposes of Article VIII, the beneficiaries of the Trust (collectively, the “Trust Beneficiaries”, together with the Estate and the Trust, the “Buchanan Family Group”, and together with the Selling Parties and the Trust, the “Seller Indemnitors”).
