Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms have the meanings set forth below: "Accounting Firm" means an independent nationally recognized accounting firm mutually selected by Buyer and Seller within ten (10) Business Days following the expiration of the negotiation period described in Section 3.3(c), or, if Buyer and Seller are unable to agree upon such a firm within such ten (10) Bus

Section 1.2 — Rules of Construction Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement, including the Disclosure Schedules and Exhibits; (d) t

ARTICLE II — PURCHASE AND SALE

Section 2.1 — Purchased Assets Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title, and interest of Seller in and to substantially all of the assets of the Business (collectively, the "Purchased Assets"), free and clear of all Liens other than Permitted Lien

Section 2.2 — Excluded Assets Notwithstanding anything to the contrary in Section 2.1, the following assets of Seller (collectively, the "Excluded Assets") are excluded from the Purchased Assets and shall be retained by Seller: (a) All cash, cash equivalents, bank accounts, and short-term investments of Seller (other than cash amounts to the extent reflected in Net Working Capital); (b) All rights of Seller under thi

Section 2.3 — Assumed Liabilities At the Closing, Buyer shall assume and agree to pay, perform, and discharge the following, and only the following, Liabilities of Seller (collectively, the "Assumed Liabilities"): (a) All Liabilities and obligations arising under the Assigned Contracts and the Assumed Leases, in each case to the extent such Liabilities and obligations arise on or after the Closing Date and do not ari

Section 2.4 — Excluded Liabilities Buyer shall not assume or be responsible for, and Seller shall retain, pay, perform, and discharge, all Liabilities of Seller other than the Assumed Liabilities (collectively, the "Excluded Liabilities"), including the following: (a) All Liabilities of Seller arising prior to the Closing Date, except to the extent expressly included in the Assumed Liabilities; (b) All indebtedness f

Section 2.5 — Assignment and Assumption; Consents (a) To the extent that Seller's rights under any Purchased Asset, including any Assigned Contract, Assumed Lease, or Permit, may not be assigned or transferred without the consent of a third party, and such consent has not been obtained prior to the Closing, nothing in this Agreement shall constitute an assignment or transfer, or an attempted assignment or attempted t

Section 2.6 — Wrong-Pocket Provision If at any time after the Closing, Buyer or Seller discovers that any asset or liability has been inadvertently retained by Seller that constitutes a Purchased Asset or an Assumed Liability, or has been inadvertently transferred to Buyer that constitutes an Excluded Asset or an Excluded Liability, the party in possession of such asset or bearing such liability shall promptly transf

ARTICLE III — PURCHASE PRICE AND ADJUSTMENTS

Section 3.1 — Purchase Price The aggregate consideration for the Purchased Assets shall be One Hundred Forty Million Dollars ($140,000,000) (the "Purchase Price"), subject to adjustment as set forth in this Article III. The Purchase Price reflects an implied enterprise value multiple of approximately 8.7x trailing twelve-month Adjusted EBITDA of Sixteen Million One Hundred Thousand Dollars ($16,100,000) as of March 3

Section 3.2 — Payment of Purchase Price at Closing At the Closing, Buyer shall pay or cause to be paid the Purchase Price as follows: (a) Closing Cash Consideration. To Seller (or to such other Persons as Seller may direct in a payment direction letter delivered to Buyer not later than two (2) Business Days prior to the Closing Date): an amount equal to One Hundred One Million Five Hundred Thousand Dollars ($101,500,

Section 3.3 — Working Capital Adjustment (a) Definitions; Target. "Net Working Capital" means (i) the aggregate amount of the current assets included in the Purchased Assets, minus (ii) the aggregate amount of the current liabilities included in the Assumed Liabilities, in each case as of the close of business on the Business Day immediately preceding the Closing Date, calculated in accordance with GAAP applied using

Section 3.4 — Allocation of Purchase Price The Purchase Price (plus the amount of the Assumed Liabilities to the extent constituting consideration for federal income Tax purposes) shall be allocated among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Buyer shall prepare and deliver to Seller a proposed allocation schedule (the "Allocation Schedul

Section 3.5 — Withholding Buyer shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such amounts as Buyer is required to deduct and withhold under the Code, or any provision of applicable state, local, or foreign Tax Law. To the extent that amounts are so withheld and timely paid over to the appropriate Taxing Authority, such withheld amounts shall be treated for all

Section 4.1 — Closing Date The closing of the transactions contemplated by this Agreement (the "Closing") shall take place remotely by the electronic exchange of signature pages and closi