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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

Chase Manhattan Bank; JPMorgan Chase Bank; Nucor Corp.; Wachovia Bank, NA

Date:

2003

Size:

140KB total

Price:

$66

ID:

#378481

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
► Financial
► Commodities ► Iron & Steel

Start of Preview

ASSET PURCHASE AGREEMENT

by and among

TRICO STEEL COMPANY, L.L.C.

NUCOR STEEL ALABAMA, LLC

and

NUCOR CORPORATION

Dated as of November 9, 2001

TABLE OF CONTENTS

			Page

1.	DEFINITIONS AND REFERENCES		1
	1.01	Definitions	1
	1.02	Certain References	10

2.	SALE OF ASSETS AND RELATED MATTERS		11
	2.01	Sale of Assets	11
	2.02	Excluded Assets	12
	2.03	Assumed Liabilities	13
	2.04	Excluded Liabilities	13
	2.05	Purchase Price	14

3.	REPRESENTATIONS AND WARRANTIES OF SELLER		15
	3.01	Organization	15
	3.02	Powers; Consents; Absence of Conflicts	15
	3.03	Binding Agreement	16
	3.04	Investments and Third Party Rights	16
	3.05	Financial Statements	16
	3.06	Recent Activities	16
	3.07	Assets	17
	3.08	Equipment	17
	3.09	Title to Personal Property	17
	3.10	Real Property	17
	3.11	Environmental Matters	19
	3.12	Intellectual Properties/Computer Software	20
	3.13	Insurance	21
	3.14	Permits and License	21
	3.15	Agreements and Commitments	21
	3.16	The Contracts	23
	3.17	Employees and Employee Relations	23
	3.18	Employee Benefit Plans	24
	3.19	Litigation and Proceedings	24
	3.20	Taxes	24
	3.21	Brokers and Finders	25
	3.22	Payments	25
	3.23	Customer List	25
	3.24	Compliance with Legal Requirements	25

4.	REPRESENTATIONS AND WARRANTIES OF BUYER		25
	4.01	Organization	26
	4.02	Powers; Consents; Absence of Conflicts	26
	4.03	Binding Agreement	26
	4.04	Brokers and Finders	26
	4.05	Payments	26
	4.06	Adequate Assurance	27

5.	COVENANTS AND AGREEMENTS OF THE PARTIES		27

	5.01	Filing of Sale Motion; Entry of Buyer Protection and Bidding Procedures Order; Additional Seller	27
	5.02	Operations	27
	5.03	Certain Actions	28
	5.04	Employee Matters	28
	5.05	Access to and Provision of Additional Information	28
	5.06	Post-Closing Maintenance of and Access to Information	29
	5.07	Governmental Authority Approvals; Consents to Assignment	30
	5.08	Allocation of Purchase Price for Tax Purposes	32
	5.09	Further Acts and Assurances	32
	5.10	Costs and Expenses	32
	5.11	Insurance Ratings	33
	5.12	Fulfillment of Conditions	33
	5.13	Release of Encumbrances	33
	5.14	Assumed and Assigned Contracts; Rejected Contracts	33
	5.15	Bankruptcy Court Approval	34
	5.16	Transfer Taxes	36
	5.17	Non-Solicitation	36
	5.18	Guaranty of Buyers Obligations	36

6.	CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER		37
	6.01	Representations and Warranties; Covenants	37
	6.02	Adverse Actions or Proceedings	37
	6.03	Pre-Closing Confirmations	37

7.	CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER		37
	7.01	Representations and Warranties; Covenants	37

Table of Contents

Table of Contents