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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

McCormick & Co. Inc.; Piper Rudnick; Skadden, Arps, Slate, Meagher & Flom LLP

Date:

2003

Size:

211KB total

Price:

$89

ID:

#440394

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ASSET PURCHASE AGREEMENT

among

KERR GROUP, INC.,

KERR ACQUISITION SUB I, LLC

as Purchaser,

and

SETCO, INC.,

as Seller

Dated as of June 26, 2003

TABLE OF CONTENTS

ARTICLE I DEFINITIONS
1.1	Definitions
1.2	Rules of Construction

ARTICLE II PURCHASE AND SALE OF PURCHASED ASSETS
2.1	Purchased Assets
2.2	Excluded Assets
2.3	Assumed Liabilities
2.4	Retained Liabilities
2.5	Purchase Price; Payment of Purchase Price; Adjustments
2.6	Allocation of Purchase Price
2.7	Closing
2.8	Assignment of Contracts
2.9	Natural Hazard Disclosure Statement

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER
3.1	Organization and Qualification
3.2	Authority Relative to this Agreement
3.3	No Conflict
3.4	Required Filings and Consents
3.5	Financial Statements
3.6	Absence of Undisclosed Liabilities
3.7	Absence of Certain Changes or Events
3.8	Sufficiency and Title to Assets
3.9	Intellectual Property
3.10	Contracts
3.11	Permits
3.12	Compliance with Laws
3.13	Litigation
3.14	Books and Records
3.15	Employment Matters
3.16	Employee Benefits
3.17	No Finder
3.18	Environmental Matters
3.19	Taxes and Tax Returns
3.20	Customers and Suppliers
3.21	Inventory
3.22	Insurance
3.23	Affiliate Transactions
3.24	Questionable Payments
3.25	Products Liability
3.26	No Powers of Attorney
3.27	Full Disclosure

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF KERR AND PURCHASER
4.1	Organization and Qualification
4.2	Authority Relative to this Agreement
4.3	No Conflict
4.4	Required Filings and Consents
4.5	No Finder
4.6	No Litigation
4.7	Commitment Letters

ARTICLE V ADDITIONAL COVENANTS
5.1	Conduct of Business
5.2	Intentionally Omitted
5.3	Consents, Filings and Authorizations; Efforts to Consummate
5.4	Notices of Certain Events
5.5	Public Announcements
5.6	Access to Information; Confidentiality
5.7	Expenses
5.8	Title and Survey Matters.
5.9	No Recording
5.10	Compliance with ISRA
5.11	Release of Parent Guaranties
5.12	* Adjustments
5.13	Price Decrease Notification

ARTICLE VI CONDITIONS TO CLOSING
6.1	Conditions to the Obligations of Seller and Purchaser
6.2	Conditions to Obligation of Seller
6.3	Conditions to Obligation of Purchaser

ARTICLE VII TERMINATION; EFFECT OF TERMINATION
7.1	Termination of Agreement
7.2	Effect of Termination; Right to Proceed

ARTICLE VIII POST-CLOSING COVENANTS
8.1	Certain Transitional Matters
8.2	Transfer and Retention of Transferred Employees; Employee Benefits
8.3	Non-Competition Covenant
8.4	Trademarks, Etc
8.5	Tax Covenants
8.6	Records; Retention
8.7	Designated Reporting Person
8.8	Further Assurances

ARTICLE IX SURVIVAL; INDEMNIFICATION
9.1	Expiration of Representations and Warranties
9.2	Indemnification by Seller

* Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. Such portions are omitted from this filing and filed separately with the SEC.

9.3	Indemnification by Kerr and Purchaser
9.4	Notice of Claims
9.5	Opportunity to Defend Third Party Claims
9.6	Limitation of Liability
9.7	Effect of Taxes and Insurance
9.8	Treatment of Indemnity Payments; No Duplication

ARTICLE X GENERAL
10.1	Notices
10.2	Severability
10.3	Assignment; Binding Effect; Benefit
10.4	Incorporation of Exhibits and Schedules
10.5	Governing Law; Submission to Jurisdiction
10.6	Waiver of Jury Trial
10.7	Interpretation
10.8	Counterparts
10.9	Entire Agreement
10.10	Waivers and Amendments

iii

EXHIBITS

Exhibit A

Form of Assignment and Assumption Agreement

Exhibit B

Natural Hazard Disclosure Statement

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