SALE AND PURCHASE AGREEMENT relating to the sale of all the shares in ULTRA PMES LIMITED and MEASUREMENT SYSTEMS, INC. and EMS DEVELOPMENT CORPORATION and DNE TECHNOLOGIES, INC. between ULTRA ELECTRONICS HOLDINGS LIMITED as Parent Seller and ESCO...Sale and Purchase Agreement • November 29th, 2024 • Esco Technologies Inc • Communications equipment, nec
1 INTERPRETATION 1 2 SALE AND PURCHASE 2 3 CONSIDERATION 2 4 CONDITIONS AND TERMINATION 4 5 PRE-COMPLETION UNDERTAKINGS 7 6 COMPLETION 15 7 POST-COMPLETION UNDERTAKINGS 17 8 ASSURANCES OF THE BUYERS 20 9 WARRANTIES AND LIMITATIONS 21 10 GUARANTEE 23 11 SEPARATION 24 12 TAX MATTERS 33 13 NO RECOURSE AGAINST ADVENT RELATED PERSONS 38 14 GUARANTEES AND INDEMNITIES 38 15 CONFIDENTIALITY AND ANNOUNCEMENTS 39 16 ASSIGNMENT 40 17 ENTIRE AGREEMENT 40 18 GENERAL 41 Schedule 1 PART A THE SELLERS AND THE SHARES 45 PART B THE COMPANIES 46 Schedule 2 RESERVED MATTERS 50 Schedule 3 WARRANTIES 53 Schedule 4 LIMITATIONS ON LIABILITY 74 Schedule 5 PROPERTIES 78 Schedule 6 COMPLETION STATEMENT 79 Schedule 7 LOUDWATER PROPERTY 84 Schedule 8 DEFINITIONS 91 Schedule 9 Seller Group Brands 111
