Contract analysis

I. The Parties intend that the transactions contemplated hereby be treated as a purchase of assets for United States federal and applicable state income tax purposes, and the Parties intend to allocate the Purchase Price among the Acquired Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. NOW, THEREFORE, in consideration of th

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Accounting Firm" means an independent nationally-recognized accounting firm mutually agreed upon by the Buyer and the Sellers' Representative; provided that Hargrove & Whitaker LLP shall be excluded from serving as the Accounting Firm given its role as the Buyer's tax advisor, and any firm that has pro

Section 1.2 — Interpretive Provisions Unless the context of this Agreement otherwise requires, (a) the headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; (b) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (c) the word "or" is not exclusive and s

ARTICLE II — PURCHASE AND SALE OF ASSETS

Section 2.1 — Acquired Assets At the Closing and upon the terms and subject to the conditions set forth in this Agreement, the Company shall sell, convey, assign, transfer, and deliver to the Buyer, and the Buyer shall purchase, acquire, and accept from the Company, free and clear of all Liens (other than Permitted Liens), all right, title, and interest of the Company in and to all assets, properties, and rights of e

Section 2.2 — Excluded Assets Notwithstanding anything to the contrary in Section 2.1, the following assets of the Company shall be excluded from the Acquired Assets and shall be retained by the Company (collectively, the "Excluded Assets"): (a) The Company's Governing Documents, member records, minute books, membership interest ledgers, corporate seal (if any), and Tax Returns and all records and workpapers relating

Section 2.3 — Assumed Liabilities Subject to the terms and conditions of this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform, and discharge when due only the following liabilities and obligations of the Company (collectively, the "Assumed Liabilities"): (a) Post-Closing Contract Liabilities. All liabilities and obligations arising from and after the Closing Date under the Assumed Contract

Section 2.4 — Excluded Liabilities Notwithstanding anything to the contrary contained in this Agreement, the Buyer shall not assume and shall have no liability or obligation whatsoever with respect to any liabilities or obligations of the Company or the Members other than the Assumed Liabilities (all such non-assumed liabilities and obligations being referred to herein as the "Excluded Liabilities"). Without limiting

Section 2.5 — Non-Assignable Contracts and Permits (a) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall constitute an assignment or attempted assignment of any Acquired Asset, or any claim, right, or benefit arising thereunder or resulting therefrom, if such assignment or attempted assignment, without the consent, approval, or waiver of a third party (including a Governmenta

Section 2.6 — Further Assurances From and after the Closing, each Party shall execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions, as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to give effect to the transactions contemplated hereby, including to vest in the Buyer good and valid title to all Acquired Asse

Section 3.1 — Purchase Price The aggregate purchase price for the Acquired Assets shall be one hundred forty million dollars ($140,000,000) (the "Purchase Price"), subject to adjustment as set forth in Section 3.3, payable as follows: (a) Closing Cash Consideration. At the Closing, the Buyer shall pay to the Company (or, at the Company's direction, to such other accounts as the Company may designate in a written paym

Section 3.2 — Estimated Closing Statement (a) No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Buyer a statement (the "Estimated Closing Statement") setting forth the Company's good-faith estimate of the Net Working Capital of the Business as of the close of business on the day immediately preceding the Closing Date (the "Estimated Net Working Capital"), pr

Section 3.3 — Post-Closing Working Capital Adjustment (a) Final Closing Statement. Within sixty (60) days after the Closing Date, the Buyer shall prepare and deliver to the Sellers' Representative a statement (the "Final Closing Statement") setting forth the Buyer's good-faith calculation of Net Working Capital as of the close of business on the day immediately preceding the Closing Date, prepared in accordance with

Section 3.4 — Allocation of Purchase Price (a) Within sixty (60) days after the final determination of the Purchase Price (as adjusted pursuant to Section 3.3), the Buyer shall prepare and deliver to the Sellers' Representative a proposed allocation of the Purchase Price (together with any Assumed Liabilities and other amounts treated as additional consideration for Tax purposes) among the Acquired Assets in accordan