ASSET PURCHASE AGREEMENT dated as of December 2, 2013 between LOCAL STAFF, LLC, as Buyer, CROSS COUNTRY HEALTHCARE, INC., as Parent and ON ASSIGNMENT STAFFING SERVICES, INC., ASSIGNMENT READY, INC. and ON ASSIGNMENT, INC., collectively, as SellerAsset Purchase Agreement • December 3rd, 2013 • Cross Country Healthcare Inc • Services-help supply services • Delaware
Page ARTICLE I DEFINITIONS 4 ARTICLE II PURCHASE AND SALE; CLOSING 15 Section 2.1 Purchase of Assets 15 Section 2.2 Excluded Assets 17 Section 2.3 Assumed Liabilities 17 Section 2.4 Excluded Liabilities 18 Section 2.5 Non-Assignable Contracts 20 Section 2.6 Consideration 20 Section 2.7 The Closing 21 ARTICLE III PURCHASE PRICE ADJUSTMENTS AND ALLOCATION 21 Section 3.1 Purchase Price Adjustments and Allocation 21 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 23 Section 4.1 Organization 23 Section 4.2 Authority of Seller; No Conflict; Required Filings and Consents 23 Section 4.3 Financial Statements; Absence of Undisclosed Liabilities 25 Section 4.4 Tax Matters 26 Section 4.5 Absence of Certain Changes or Events 28 Section 4.6 Property 31 Section 4.7 Intellectual Property 32 Section 4.8 Employee Benefit Plans 33 Section 4.9 Contracts 34 Section 4.10 Compliance with Law; Necessary Authorizations 36 Section 4.11 Labor Matters 37 Section 4.12 Insurance 38 Section 4.13 Litigation 38 Se
