ASSET PURCHASE AGREEMENT DATED AS OF JULY 23, 2010 AMONG WATERBURY COMPANIES, INC., AIR GUARD CONTROL (CANADA) LIMITED, AIR GUARD CONTROL CORPORATION (AS SELLERS) AND AMREP, INC., AMREP IP HOLDINGS, LLC ACUITY HOLDINGS, INC. (as Buyers) AND, SOLELY...Asset Purchase Agreement • July 27th, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 23, 2010, by and among WATERBURY COMPANIES, INC., a Delaware corporation (“Waterbury”), AIR GUARD CONTROL (CANADA) LIMITED, a Canadian Federal corporation (“Air Guard Canada”) and AIR GUARD CONTROL CORPORATION, a Delaware corporation (“Air Guard Control” and together with Air Guard Canada, “Air Guard”) (each of Waterbury, Air Guard Canada, and Air Guard Control being individually referred to herein as a “Seller” and, collectively, as the “Sellers”), and Amrep, Inc., a Delaware corporation (“US Buyer”), Amrep IP Holdings, LLC, a Delaware limited liability company (“IP Buyer”) and Acuity Holdings, Inc., a Québec corporation (“Canadian Buyer,” each of US Buyer, IP Buyer and Canadian Buyer being individually referred to herein as “Buyer” and, collectively, as the “Buyers”), and, solely with respect to Section 5.9 hereof, Watco International Holdings Corp., a Delaware corporation (“Watco”), Wind Point Partners V, L.P., a Del
