Page ARTICLE 1 THE TRANSACTION 1 Section 1.1 Assets and Liabilities 1 Section 1.2 Consideration 4 Section 1.3 Net Working Capital Adjustment 4 Section 1.4 Escrow 6 ARTICLE 2 THE CLOSING AND TRANSFER OF ASSETS 6 Section 2.1 Closing 6 Section 2.2...Asset Purchase Agreement • August 5th, 2011 • Devry Inc • Services-educational services • Illinois
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 3, 2011 (the “Closing Date”), by and among AUC SCHOOL OF MEDICINE B.V., a private limited company organized and existing under the laws of St. Maarten (the “St. Maarten Buyer”), DEVRY MEDICAL INTERNATIONAL, INC., a New York corporation (the “U.S. Buyer,” and collectively with the St. Maarten Buyer, the “Buyers,” and each individually, a “Buyer”), THE AMERICAN UNIVERSITY OF THE CARIBBEAN SCHOOL OF MEDICINE, a Cayman Islands exempted company (“AUCSOM”), AMERICAN UNIVERSITY OF THE CARIBBEAN, N.V., a limited liability company (naamloze vennootschap) organized and existing under the laws of St. Maarten (“AUCNV”) and MEDICAL EDUCATION SERVICES, INC., a Florida corporation (“MEAS,” and collectively with AUCSOM and AUCNV, the “Sellers”, and each individually, a “Seller”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 9.1 of this Agreement. Each Buyer and e
