Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the following meanings: "Acquired Assets" has the meaning set forth in Section 2.1. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlled by" and

Section 1.2 — Rules of Construction. (a) Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (iv) the terms "Article," "Section," "Schedule

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

Section 2.1 — Acquired Assets. Upon the terms and subject to the conditions of this Agreement and the Sale Order, at the Closing, the Seller shall sell, assign, transfer, convey, and deliver to the Buyer, and the Buyer shall purchase, acquire, and accept from the Seller, free and clear of all Liens, claims, encumbrances, and interests (other than Permitted Liens and Assumed Liabilities) pursuant to Sections 363(b), 3

Section 2.2 — Excluded Assets. Notwithstanding anything to the contrary in Section 2.1, the following assets, properties, and rights of the Seller (collectively, the "Excluded Assets") are excluded from the Acquired Assets and shall not be sold, assigned, transferred, conveyed, or delivered to the Buyer, and shall be retained by the Seller and the Seller's estate: (a) Cash and Cash Equivalents. All cash, cash equival

Section 2.3 — Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement and the Sale Order, at the Closing, the Buyer shall assume and agree to pay, perform, and discharge only the following liabilities and obligations of the Seller (collectively, the "Assumed Liabilities"): (a) Cure Costs. All Cure Costs under the Assumed Contracts, estimated at in the aggregate, as finally determined by th

Section 2.4 — Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Buyer shall not assume, and shall have no obligation or liability whatsoever with respect to, any liabilities, obligations, or commitments of the Seller or the Seller's estate of any kind or nature whatsoever, whether known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, due or to bec

Section 2.5 — Further Assurances. From time to time after the Closing, at the reasonable request of the Buyer and without further consideration, the Seller shall execute, acknowledge, and deliver such instruments of conveyance, transfer, and assignment as may be reasonably requested by the Buyer to vest more effectively in the Buyer, or to put the Buyer more fully in possession of, any of the Acquired Assets. Each pa

ARTICLE III — PURCHASE PRICE AND PAYMENT

Section 3.1 — Purchase Price. The aggregate purchase price for the Acquired Assets (the "Purchase Price") shall be Sixty-Three Million Five Hundred Thousand Dollars ($63,500,000), consisting of the following components: (a) Cash at Closing. An amount equal to (the "Cash at Closing"), to be paid by the Buyer to the Seller (or as directed by the Seller or the Sale Order) by wire transfer of immediately available funds

Section 3.2 — Good-Faith Deposit. (a) Deposit Amount. Within two (2) Business Days after the execution and delivery of this Agreement by the parties hereto, the Buyer shall deposit with the Escrow Agent, by wire transfer of immediately available funds, the sum of Three Million One Hundred Seventy-Five Thousand Dollars ($3,175,000), representing five percent (5.0%) of the Purchase Price (the "Deposit"), pursuant to th

Section 3.3 — Allocation of Purchase Price. Within thirty (30) days after the Closing Date, the Buyer shall prepare and deliver to the Seller a proposed allocation of the Purchase Price (and any other amounts treated as consideration for Tax purposes) among the Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the "Allocation"). The Seller shall have fift

Section 3.4 — Withholding. The Buyer shall be entitled to deduct and withhold from the consideration otherwise payable to the Seller pursuant to this Agreement such amounts as the Buyer is required to deduct and withhold under the Code or any other applicable Tax Law. To the extent that amounts are so deducted or withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Sel

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF SELLER The Seller represents and warrants to the Buyer as follows, subject in each case to the qualifications and limitations set forth in this Article IV and the Schedules delivered herewith:

Section 4.1 — Organization and Good Standing. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio. The Seller has the requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as currently conducted. The Seller is duly qualified or authorized to do business as a foreign corporation and is

Section 4.2 — Authorization; Binding Effect. Subject to entry of the Sale Order, the Seller has all requisite corporate power and authority to execute, deliver, and perform this Agreement and the other transaction documents to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and the other transaction document

Section 4.3 — No Conflicts. Subject to entry of the Sale Order and the other transactions contemplated by this Agreement, the execution, delivery, and performance of this Agreement by the Seller do not and will not (a) conflict with or violate the articles of incorporation or bylaws of the Seller, (b) subject to the entry of the Sale Order, conflict with or violate any Law applicable to the Seller, or (c) subject to

Section 4.4 — Title to Acquired Assets. The Seller has good and valid title to, or valid leasehold interests in, all of the Acquired Assets, free and clear of all Liens other than Permitted Liens and Liens that will be released at or prior to the Closing pursuant to the Sale Order. Upon entry of the Sale Order and consummation of the transactions contemplated hereby, the Buyer will acquire good and valid title to, or

Section 4.5 — Real Property. (a) Schedule 4.5 sets forth a true and complete description of all real property owned by the Seller (the "Real Property"), consisting of: (i) the Elyria Facility, located at 4500 Industrial Parkway, Elyria, Ohio 44035, consisting of approximately two hundred eighty-five thousand (285,000) square feet, which serves as the Seller's corporate headquarters and primary stamping facility; (ii)

Section 4.6 — Material Contracts. Schedule 4.6 sets forth a true and complete list of all Contracts to which the Seller is a party or by which any of the Acquired Assets are bound that are material to the business, operations, financial condition, or results of operations of the Seller (collectively, the "Material Contracts"), including customer programs, supply agreements, equipment leases, service agreements, and o

Section 4.7 — Intellectual Property. Schedule 4.7 sets forth a true and complete list of all material intellectual Property owned by or registered to the Seller, including the "Meridian" trade name and all patents, patent applications, registered trademarks, trademark applications, and registered copyrights. To the Knowledge of Seller, the Seller owns or has the right to use all intellectual Property necessary for th

Section 4.8 — Environmental Matters. (a) The Seller has made available to the Buyer all environmental reports, assessments, audits, studies, monitoring data, correspondence with Governmental Authorities, and other environmental documentation in the Seller's possession or control relating to the Acquired Assets and the Real Property, including the Phase II ESA for the Elyria Facility prepared by Pinehurst Environmenta

Section 4.9 — Labor and Employment Matters. (a) As of the date of this Agreement, the Seller employs approximately six hundred twenty (620) employees. (b) Schedule 4.9 sets forth a summary of the material terms of the Collective Bargaining Agreement, including its expiration date, and a description of all pending grievances, unfair labor practice charges, and arbitrations. (c) To the Knowledge of Seller, the Seller i

Section 4.10 — Employee Benefits; Pension Matters. (a) The Northern Basin Employee Benefits Trust holds claims against the Seller for pension and OPEB obligations in the approximate aggregate amount of Fourteen Million Seven Hundred Thousand Dollars ($14,700,000). (b) The Seller participates in a defined benefit pension plan and provides certain other post-employment benefits to eligible employees and retirees. Sched

Section 4.11 — Taxes. (a) The Seller has timely filed (or has caused to be timely filed), taking into account any applicable extensions, all material Tax Returns required to be filed by or with respect to the Seller and the Acquired Assets, and all such Tax Returns are true, correct, and complete in all material respects. All material Taxes due and payable by the Seller (whether or not shown as due on any Tax Return)

Section 4.12 — Litigation. Except as disclosed on Schedule 4.12, as of the date of this Agreement, there is no material action, suit, proceeding, arbitration, investigation, or claim pending or, to the Knowledge of Seller, threatened against the Seller or any of the Acquired Assets before any Governmental Authority. All causes of action of the Seller and the Seller's estate are Excluded Assets as described in Section

Section 4.13 — Financial Information. (a) The Seller has made available to the Buyer the following summary financial information: (i) Fiscal year 2021 revenue: One Hundred Thirty-Eight Million Four Hundred Thousand Dollars ($138,400,000). (ii) Fiscal year 2021 operating loss: negative Eleven Million Two Hundred Thousand Dollars (($11,200,000)). (iii) Total assets at the Petition Date (book value): Eighty-Seven Millio