MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of April 1, 2016 by and among GENTHERM INCORPORATED,Membership Interest Purchase Agreement • April 4th, 2016 • GENTHERM Inc • Motor vehicle parts & accessories • Ohio
This Membership Interest Purchase Agreement (this “Agreement”), dated as of April 1, 2016, is made by and among Gentherm Incorporated, a Michigan corporation (“Buyer”), Cincinnati Sub-Zero Products, LLC, an Ohio limited liability company (formerly known as, and successor by conversion to, the Pre-Conversion Entity (as defined in Recital B)) (“New CSZ” and, together with the Pre-Conversion Entity, the “Company”), CSZ Holdings, Inc., an Ohio corporation (“Seller”), and each of the shareholders of Seller, namely the Leonard Berke Q-TIP Trust (“LB Q-TIP”), the Leonard Berke Exempt Q-Tip Trust (“LB Exempt Q-TIP”), the Leonard Berke Credit Shelter Trust (“LB Shelter” and, together with LB Q-TIP and LB Exempt Q-TIP, collectively the “LB Trusts”), Cincinnati Sub-Zero Trust f/b/o Steven Berke dtd 5/20/1999 (the “SJ Berke Trust”) and Steven J. Berke (“Berke” and, together with the SJ Berke Trust, the “SJB Shareholders”). The LB Trusts and the SJB Shareholders are referred to herein, collectively
DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENTRequest and Assumption Agreement • April 4th, 2016 • GENTHERM Inc • Motor vehicle parts & accessories • New York
Reference is made to that certain Credit Agreement, dated as of August 7, 2014 (as amended, restated amended and restated, modified, supplemented, increased or extended from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Gentherm Incorporated, a Michigan corporation, Gentherm (Texas), Inc., a Texas corporation, Gentherm Licensing, Limited Partnership, a Michigan limited partnership, Gentherm GmbH, a German limited liability company, Gentherm Enterprises GmbH, a German limited liability company, Gentherm Licensing GmbH, a German limited liability company, Gentherm Global Power Technologies Inc., an Alberta corporation, Gentherm Canada ULC, an Alberta unlimited liability company, the Designated Borrowers party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
REAL ESTATE PURCHASE AGREEMENTReal Estate Purchase Agreement • April 4th, 2016 • GENTHERM Inc • Motor vehicle parts & accessories
THIS REAL ESTATE PURCHASE AGREEMENT ("Agreement") is made as of April 1, 2016 (the “Effective Date”), by and between BERKE LIMITED PARTNERSHIP, an Ohio limited partnership ("Seller"), and GENTHERM PROPERTIES III, LLC, a Michigan limited liability company ("Purchaser"), collectively the “Parties”.
