ARTICLE 1 DEFINITIONS AND CONSTRUCTION

1

1.1

Definitions.

1

1.2

Certain Interpretive Matters.

9

1.3

Recitals.

10

ARTICLE 2 PURCHASE AND SALE

10

2.1

Acquired Assets.

10

2.2

Excluded Assets.

11

2.3

Retained Right of Use.

13

ARTICLE 3 PURCHASE PRICE

13

3.1

Purchase Price.

13

3.2

Payment of Cash Purchase Price.

13

3.3

Allocation of Consideration

13

3.4

Apportionment of Income and Expenses

13

ARTICLE 4 LIMITED ASSUMPTION OF LIABILITIES

14

4.1

Assumption of Liabilities.

14

4.2

Excluded Liabilities.

14

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER

15

5.1

Organization.

15

5.2

Authority.

15

5.3

Non-Contravention.

15

5.4

Financial Matters.

16

5.5

Governmental Consents.

16

5.6

Compliance with Laws

16

5.7

Environmental Matters.

16

5.8

Permits.

17

5.9

Litigation, etc.

17

5.10

Employees and Benefits.

17

5.11

Ownership and Transfer of Acquired Assets.

18

5.12

Assets used by the Business.

18

5.13

Contracts.

18

5.14

Assigned Receivables.

19

5.15

Taxes.

19

5.16

Existing Condition.

20

5.17

Labor Matters

20

5.18

Insurance Policies.

20

5.19

Transactions with Affiliates.

20

5.20

Real Estate.

20

5.21

Brokers, Finders, etc.

23

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BUYER

23

6.1

Organization.

23

6.2

Authority.

23

6.3

Non-Contravention.

24

6.4

Governmental Consents.

24

6.5

Litigation, etc.

24

6.6

Brokers, Finders, etc.

24

6.7

Financial Capacity.

24

6.8

Ability to Perform Assumed Contracts.

24

6.9

Opportunity for Independent Investigation.

25

ARTICLE 7 ADDITIONAL AGREEMENTS

25

7.1

Conduct of the Business.

25

7.2

Access to Information

26

7.3

Mutual Cooperation; Further Assurances

27

7.4

Updating of Schedules.

29

7.5

Employees.

29

7.6

Public Disclosures.

29

7.7

As Is Condition of the Acquired Assets.

30

7.8

Bulk Sales.

30

7.9

Tax Allocations

30

7.10

Use of Name.

30

7.11

Confidentiality.

30

7.12

Insurance Proceeds, Litigation Rights.

31

7.13

Notice of Litigation.

31

7.14

Exclusivity.

31

7.15

Title Commitments; Survey; Searches.

32

7.16

Deed.

33

ARTICLE 8 CONDITIONS TO CLOSING

34

8.1

Conditions to the Obligations of Seller and Buyer.

34

8.2

Conditions to Obligations of Seller.

34

8.3

Conditions to Obligations of Buyer.

35

ARTICLE 9 CLOSING

37

9.1

Closing Date.

37

9.2

Buyer Deliveries.

37

9.3

Seller Deliveries.

38

ARTICLE 10 TERMINATION OF AGREEMENT

38

10.1

Termination.

38

10.2

Effect of Termination.

39