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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

Crompton Corp.; Great Lakes Chemical Corp.

Date:

2005

Size:

Preview shows 38KB of 347KB total

Price:

$98

ID:

#1039376

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
► Commodities ► Chemical Manufacturing

Start of Preview

ASSET PURCHASE AGREEMENT

BY AND BETWEEN

CROMPTON CORPORATION

AND

RP PRODUCTS, LLC

Dated as of March 17, 2005

SALE OF REFINED PRODUCTS BUSINESS

TABLE OF CONTENTS
			Page
ARTICLE 1		DEFINITIONS	1
	1.1	Definitions	1
	1.2	Interpretation	21
ARTICLE 2		SALE AND PURCHASE OF ASSETS; ASSUMPTION OF ASSUMED OBLIGATIONS	21
	2.1	Purchase and Sale of Assets	21
	2.2	Assignment of Permits and Contracts	23
	2.3	Certain Provisions Regarding Assignments	24
	2.4	Excluded Assets	25
	2.5	Assumed Obligations	26
	2.6	Retained Obligations	27
	2.7	Prorations	29
ARTICLE 3		PURCHASE PRICE; ADJUSTMENT; ALLOCATION	29
	3.1	Payment of Purchase Price	29
	3.2	Closing Adjustment	30
	3.3	Purchase Price Adjustment	31
	3.4	Allocation of Consideration for Assets	33
	3.5	Dutch Value Added Tax	34
ARTICLE 4		REPRESENTATIONS AND WARRANTIES OF THE SELLER	34
	4.1	Due Organization	34
	4.2	Due Authorization	34
	4.3	Consents and Approvals; Authority Relative to this Agreement	35
	4.4	Financial Statements	36
	4.5	No Adverse Effects or Changes	36
	4.6	Title to Assets	37
	4.7	Assets	38
	4.8	Owned Real Property and Leased Real Property	38
	4.9	Equipment; Leased Personal Property	39
	4.10	Customers and Suppliers	39
	4.11	Proceedings	40

		TABLE OF CONTENTS (continued)
			Page
	4.12	Intellectual Property	40
	4.13	Contracts	41
	4.14	Permits	43
	4.15	Inventory	43
	4.16	Benefit Plans	44
	4.17	Employment and Labor Matters	45
	4.18	Taxes	46
	4.19	No Defaults or Violations	46
	4.20	Environmental Matters	47
	4.21	Solvency	48
	4.22	Operation of the Business	48
ARTICLE 5		REPRESENTATIONS AND WARRANTIES OF THE PURCHASER	48
	5.1	Due Organization	48
	5.2	Due Authorization	49
	5.3	Consents and Approvals; Authority Relative to this Agreement	49
	5.4	Proceedings	50
	5.5	Financing	50
	5.6	HSR	50
ARTICLE 6		COVENANTS	50
	6.1	Access to Information	50
	6.2	Preservation of Business	50
	6.3	Consents and Approvals	52
	6.4	Crompton Names	54
	6.5	Brokers	55
	6.6	Preservation of Books and Records; Access and Assistance	55
	6.7	Insurance	56
	6.8	Confidentiality	57
	6.9	Guarantees	58
	6.10	Taxes	59
	6.11	Agreement Not to Compete	60

		TABLE OF CONTENTS (continued)
			Page
	6.12	Cooperation	63
	6.13	Additional Covenants of the Purchaser	64
	6.14	Addition of the Purchaser to Pennsylvania Consent Order	64
	6.15	No Solicitation	65
	6.16	Covenant Not to Sue	65
	6.17	Customer Returns and Warranty Support Services	65
	6.18	Customer Accounts Receivable	66
	6.19	Financial Information	66
	6.20	Petro -Canada Insurance Recovery	66
	6.21	Customer Rebates	66
	6.22	Collections of Accounts Receivable and Payment of Accounts Payable	67
	6.23	Purchaser Designees	67
	6.24	Updates to Schedules	68
	6.25	Employment Offers to Certain Foreign Employees	68
	6.26	Camphina Property	68
	6.27	Withheld Contracts	68
	6.28	Sale of Transferred Owned Real Property in Amsterdam	69
	6.29	The Wells	69
ARTICLE 7		CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER	70
	7.1	Representations and Warranties True	70
	7.2	Compliance with Agreements and Covenants	71
	7.3	Certificate of Compliance	71
	7.4	Governmental Consents	71
	7.5	No Injunctions or Other Legal Restraints	71
	7.6	Related Agreements	71
	7.7	Release of Liens	71
	7.8	Required Consent	71
	7.9	Material Adverse Effect	71
	7.10	Works Council Clearance	71

iii

		TABLE OF CONTENTS (continued)
			Page
	7.11	Dutch Pension Plan Amendment	71
	7.12	Dutch Early Retirement Plan Amendment	71
	7.13	Estimated Closing Amount	72
	7.14	Information Technology and Software	72
	7.15	Procter & Gamble Right to Lease	72
	7.16	Co -Generation Joint Venture	72
	7.17	Withheld Contracts	72
	7.18	Oral or Missing Contracts	72
	7.19	Amsterdam Sale	72
	7.20	The Wells	73
ARTICLE 8		CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER	73
	8.1	Representations and Warranties True	73
	8.2	Compliance with Agreements and Covenants	73
	8.3	Certificate of Compliance	73
	8.4	Governmental Consents	73
	8.5	No Injunctions or Other Legal Restraints	73
	8.6	Related Agreements	73
	8.7	Purchase Price	74
	8.8	Works Council Clearance	74
	8.9	Dutch Pension Plan Amendment	74
	8.10	Dutch Early Retirement Plan Amendment	74
	8.11	Estimated Closing Amount	74
	8.12	Amsterdam Sale	74
ARTICLE 9		CLOSING	74
	9.1	Closing	75
	9.2	Deliveries by the Seller	75
	9.3	Deliveries by the Purchaser	76
ARTICLE 10		TERMINATION	77
	10.1	Termination	77
	10.2	Effect of Termination	78

TABLE OF CONTENTS
(continued)

Page

ARTICLE 11

EMPLOYEES AND EMPLOYEE BENEFITS

11.1

Scope of Article 11

11.2

Offers of Employment

11.3

Liabilities for Seller Benefit Plans and Purchaser Benefit Plans

11.4

Purchaser Plans

11.5

No Third Party Beneficiaries

11.6

WARN Act

ARTICLE 12

INDEMNIFICATION

12.1

Survival

12.2

Indemnification by the Seller

12.3

Indemnification by the Purchaser

12.4

Limitations on Liability

12.5

Claims

12.6

Notice of Third Party Claims; Assumption of Defense

12.7

Settlement or Compromise

12.8

Time Limits

12.9

Environmental Indemnification

12.10

Net Losses and Subrogation

12.11

Purchase Price Adjustments

12.12

Effect of Investigation and Knowledge

12.13

Waiver of Indemnity

End of Preview

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