Contract analysis

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Acquired Assets" means all assets, properties, and rights of every kind and nature, whether real, personal, or mixed, tangible or intangible, wherever located and whether or not reflected on the books and records of Seller, that are owned or held by Seller and used in or related to the Business, other t

Section 1.02 — Rules of Construction Unless the context of this Agreement otherwise requires: (a) The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) The words "include," "includes," and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." (c) Wo

ARTICLE II — PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

Section 2.01 — Acquired Assets Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase and acquire 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 following assets, properties, and rights (collectively, the "A

Section 2.02 — Excluded Assets Notwithstanding anything to the contrary in Section 2.01 or elsewhere in this Agreement, the following assets of Seller are excluded from the Acquired Assets and shall be retained by Seller (collectively, the "Excluded Assets"): (a) Cash and Cash Equivalents. All cash on hand, cash in bank accounts, cash equivalents, marketable securities, and short-term investments of Seller, wherever

Section 2.03 — Assumed Liabilities At the Closing, Buyer shall assume and agree to pay, perform, and discharge when due, in accordance with their respective terms, the following liabilities and obligations of Seller (collectively, the "Assumed Liabilities"): (a) Trade Payables and Accrued Expenses. All trade payables, accounts payable, accrued expenses, and other current liabilities of the Business arising in the Ord

Section 2.04 — Excluded Liabilities Notwithstanding anything to the contrary in this Agreement, Buyer shall not assume and shall have no responsibility or liability for any liabilities or obligations of Seller of any kind or nature, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, other than the Assumed Liabilities (collectively, the "Exclude

ARTICLE III — PURCHASE PRICE; CLOSING

Section 3.01 — Purchase Price The aggregate purchase price for the Acquired Assets shall be $180,000,000 (One Hundred Eighty Million Dollars) (the "Purchase Price"), subject to adjustment as set forth in Section 3.03. The Purchase Price shall be paid and satisfied at the Closing in the manner set forth in Section 3.02.

Section 3.02 — Payment of Purchase Price at Closing At the Closing, the Purchase Price shall be paid and satisfied as follows: (a) Cash Payment to Seller. Buyer shall pay to Seller (or to Seller's designee), by wire transfer of immediately available funds in United States Dollars to the account or accounts designated in writing by Seller not later than two (2) Business Days prior to the Closing Date, an amount equal

Section 3.03 — Net Working Capital Adjustment (a) Estimated Closing Statement. Not later than Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Estimated Closing Statement") setting forth Seller's good faith estimate of the Closing Net Working Capital (the "Estimated Closing Net Working Capital"), together with reasonable supporting detail. The Estimated Closing Stat

Section 3.04 — Escrow The Escrow Amount of shall be deposited by Buyer with the Escrow Agent (Atlantic Fiduciary Trust Company) at the Closing and shall be held, invested, and released in accordance with the terms of the Escrow Agreement. The Escrow Amount shall serve as a source of recovery for Buyer Indemnified Parties for Losses for which indemnification is available under Article X. The Escrow Amount (or the rema

Section 3.05 — Purchase Price Allocation (a) The Purchase Price (as adjusted pursuant to Section 3.03), together with the Assumed Liabilities and any other items properly treated as consideration for United States federal income tax purposes, shall be allocated among the Acquired Assets in accordance with Section 1060 of the Code and Treasury Regulation § 1.1060-1 (the "Allocation"). (b) The Parties shall endeavor in

Section 3.06 — Withholding Buyer shall be entitled to deduct and withhold from any amounts payable under this Agreement such amounts as Buyer is required to deduct and withhold under the Code or any other applicable Tax Law. To the extent that amounts are so withheld and remitted to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer that, except as set forth in the Seller Disclosure Schedules delivered to Buyer concurrently herewith (with specific reference to the Section or Subsection of this Agreement to which the information stated in such Seller Disclosure Schedule relates; provided, however, that any disclosure set forth in any Section or Subsectio

Section 4.01 — Organization and Good Standing Seller is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania (PA DOS Entity ID: 6519847). 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. Seller is duly qualified or licensed to do business an

Section 4.02 — Authority; Binding Effect Seller has full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which Seller is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and each Ancillary Agreement to which Seller is a party, a