Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below: "Acquired Assets" has the meaning set forth in Section 2.1. "Adjusted Closing Date Purchase Price" means the Purchase Price as adjusted in accordance with Section 2.5(b) and Section 2.6 of this Agreement. "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly thr

ARTICLE II — PURCHASE AND SALE

Section 2.1 — Acquired Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from Seller, free and clear of all Liens other than Permitted Liens, all of Seller's right, title, and interest in, to, and under all of the assets, properties, and rights of every kind and nature

Section 2.2 — Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the Acquired Assets shall not include, and Seller shall retain all right, title, and interest in, to, and under, the following assets (collectively, the "Excluded Assets"): (a) all cash, cash equivalents, bank accounts, certificates of deposit, money market accounts, and other similar instruments of Seller; (b) all Tax refunds, Ta

Section 2.3 — Assumed Liabilities. At the Closing, subject to the terms and conditions of this Agreement, Buyer shall assume and agree to pay, perform, and discharge when due only the following liabilities and obligations of Seller (collectively, the "Assumed Liabilities"): (a) Trade Payables and Accrued Expenses. All trade payables, accrued expenses, and accrued liabilities of the Business that were incurred in the

Section 2.4 — Excluded Liabilities. Except for the Assumed Liabilities expressly set forth in Section 2.3, Buyer shall not assume and shall not be deemed to have assumed, and Seller shall retain, pay, perform, and discharge when due, all debts, obligations, and liabilities of Seller of any kind or nature whatsoever, whether known or unknown, fixed or contingent, matured or unmatured, accrued or unaccrued, liquidated

Section 2.5 — Purchase Price; Payment. (a) Purchase Price. The aggregate purchase price for the Acquired Assets shall be One Hundred Eighty Million Dollars ($180,000,000) (the "Purchase Price"), subject to adjustment as provided in Section 2.6. (b) Payment at Closing. At the Closing, Buyer shall pay to Seller (or as directed by Seller) by wire transfer of immediately available funds to one or more accounts designated

Section 2.6 — Net Working Capital Adjustment. (a) Definitions. For purposes of this Section 2.6, "Closing Date Net Working Capital" means the Net Working Capital of the Business as of 11:59 P.M. Eastern Time on the day immediately preceding the Closing Date, calculated using the Agreed Accounting Principles consistent with GAAP as applied by Seller in the preparation of its historical financial statements, and using

Section 2.7 — Purchase Price Allocation. (a) Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a proposed allocation of the Purchase Price (and any other amounts treated as consideration for federal income Tax purposes, including Assumed Liabilities to the extent required) among the Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulg

Section 3.1 — Closing Date and Location. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on the date (the "Closing Date") that is five (5) Business Days after the date on which all of the conditions to the obligations of the Parties set forth in Article VIII have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but

Section 3.2 — Deliverables at Closing by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer (or, as applicable, to the Escrow Agent or to a title company) the following, each duly executed and delivered (where applicable) by Seller or the appropriate party: (a) the Bill of Sale, duly executed by Seller, substantially in the form of Exhibit F; (b) the Assignment and Assumption Agreement, du

Section 3.3 — Deliverables at Closing by Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller (or, as applicable, to the Escrow Agent) the following, each duly executed and delivered (where applicable) by Buyer: (a) payment of the Adjusted Closing Date Purchase Price, by wire transfer of immediately available funds to the account or accounts designated by Seller in accordance with Section 2.5

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer that, except as set forth in the disclosure schedules delivered by Seller to Buyer concurrently with the execution and delivery of this Agreement (the "Seller Disclosure Schedules"), the corresponding section or subsection of which qualifies the correspondingly numbered representation and warranty (it being understood

Section 4.1 — Organization and Good Standing. Seller is a corporation duly incorporated, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania, with Entity ID 6519847 on file with the Pennsylvania Department of State. Seller has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on the Business as presently conducted. Selle

Section 4.2 — Authority and Enforceability. Seller has full corporate power and authority to execute and deliver this Agreement and each Transaction Document to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and each Transaction Document by Seller, and the consummation by Seller of the transactions contemplated hereby