Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Accounts Receivable" means all accounts receivable, notes receivable, and other rights to payment for goods sold or services rendered by or on behalf of the Business that are outstanding as of the Closing Date, together with all security and collateral therefor. "Acquired Assets" has the meaning set fo

Section 1.2 — Interpretation 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, (d) the terms "Article," "Section," "Schedule," and "Exhibit"

ARTICLE II — PURCHASE AND SALE OF ASSETS

Section 2.1 — Acquired Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller's right, title, and interest in, to, and under the following assets, properties, and rights, in e

Section 2.2 — Excluded Assets Notwithstanding anything to the contrary in Section 2.1 or elsewhere in this Agreement, the following assets (collectively, the "Excluded Assets") are expressly excluded from the Acquired Assets and shall be retained by Seller: (a) All assets, properties, and rights of the Retained Business (the Commercial Janitorial Services Division of Seller), including all inventory, equipment, contr

Section 2.3 — Assumed Liabilities Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, 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. All trade accounts payable and accrued expenses related to the Business that are incurred in the Ordinary C

Section 2.4 — Excluded Liabilities Notwithstanding anything to the contrary in this Agreement, Buyer shall not assume and shall not be responsible for any liabilities or obligations of Seller of any kind or nature whatsoever, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due, other than the Assumed Liabilities (all such liabilities and obligations

Section 2.5 — Non-Assignable Assets (a) Notwithstanding anything to the contrary in this Agreement, to the extent that the sale, assignment, transfer, conveyance, or delivery of any Acquired Asset or any claim, right, or benefit arising thereunder or resulting therefrom requires the Consent of any Person other than Seller (including any Governmental Authority, landlord, or contract counterparty), and such Consent has

ARTICLE III — PURCHASE PRICE AND PAYMENT

Section 3.1 — Purchase Price The aggregate purchase price for the Acquired Assets shall be Ninety-Five Million Dollars ($95,000,000) (the "Purchase Price"), subject to the terms and conditions set forth in this Article III. The Purchase Price shall be comprised of (a) the Cash Consideration payable at the Closing in the amount of Eighty-Seven Million Dollars ($87,000,000) (being the Purchase Price minus the Earnout A

Section 3.2 — Payment at Closing At the Closing, Buyer shall pay the Cash Consideration as follows: (a) Escrow Deposit. Buyer shall deposit the Escrow Amount of Nine Million Five Hundred Thousand Dollars ($9,500,000) with the Escrow Agent, Atlantic Fiduciary Trust Company (Attention: Gregory Fenn), pursuant to the terms of the Escrow Agreement, by wire transfer of immediately available funds to the account designated

Section 3.3 — Escrow (a) The Escrow Amount of Nine Million Five Hundred Thousand Dollars ($9,500,000) shall be deposited with the Escrow Agent, Atlantic Fiduciary Trust Company, at 100 Federal Street, Suite 1500, Boston, MA 02110, Attention: Gregory Fenn, at the Closing in accordance with Section 3.2(a) and the terms of the Escrow Agreement. (b) The Escrow Amount shall be held by the Escrow Agent for a period of twen

Section 3.4 — Earnout (a) Earnout Amount. Subject to the terms and conditions of this Section 3.4, Buyer shall pay to Seller a contingent payment of up to Eight Million Dollars ($8,000,000) (the "Earnout Amount") if the Earnout Milestone is satisfied during the Earnout Period. (b) Earnout Milestone. The "Earnout Milestone" shall be deemed to have been satisfied if Year 1 Revenue of the Business during the Earnout Per

Section 3.5 — Purchase Price Allocation (a) Within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Seller a draft allocation of the Purchase Price (and any other amounts treated as consideration for federal income Tax purposes) among the Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the "Allocation Schedule"). (b) Selle

Section 3.6 — Withholding Buyer shall be entitled to deduct and withhold from any amounts otherwise payable to Seller pursuant to 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 deducted and withheld and remitted to the applicable Governmental Authority, such amounts shall be treated for all purposes of this Agre

Section 4.1 — Closing Date The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on the date that is five (5) Business Days after the satisfaction or waiver of all conditions precedent set forth in Article VII and Article VIII (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such condi

Section 4.2 — Closing Location The Closing shall take place remotely via the electronic exchange of documents and signatures, or, if either Party so requests in writing at least five (5) Business Days prior to the Closing Date, at the offices of Calderwood & Harkness LLP, 599 Lexington Avenue, 36th Floor, New York, NY 10022, or at such other place as the Parties may mutually agree in writing.

Section 4.3 — Seller's Closing Deliveries At or prior to the Closing, Seller shall deliver or cause to be delivered to Buyer each of the following: (a) The Bill of Sale, substantially in the form of Exhibit A, duly executed by Seller. (b) The Assignment and Assumption Agreement, substantially in the form of Exhibit B, duly executed by Seller. (c) The IP Assignment Agreement, substantially in the form of Exhibit C, du

Section 4.4 — Buyer's Closing Deliveries At or prior to the Closing, Buyer shall deliver or cause to be delivered to Seller (or, in the case of the Escrow Amount, to the Escrow Agent) each of the following: (a) The Cash Consideration, payable in accordance with Section 3.2, consisting of (i) the direct payment of $77,500,000 to Seller and (ii) the deposit of the Escrow Amount of $9,500,000 with the Escrow Agent. (b)

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF SELLER Except as set forth in the Disclosure Schedules (subject to Section 12.13), Seller hereby represents and warrants to Buyer as follows:

Section 5.1 — Organization and Good Standing Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio. Seller has the corporate power and authority to own, lease, and operate its properties and to carry on the Business as presently conducted. Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdicti

Section 5.2 — Authority; Binding Effect Seller has full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which Seller is or will be a party, 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 or will be a party, and the consummation of the trans

Section 5.3 — No Conflicts; Consents (a) Except as set forth on Schedule 5.3, the execution, delivery, and performance of this Agreement and each Ancillary Agreement to which Seller is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate or conflict with any provision of Seller's Organizational Documents, (ii) violate or conflict with any Law ap

Section 5.4 — Title to Acquired Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. Upon delivery of the instruments of conveyance contemplated by this Agreement at the Closing, Seller will convey to Buyer good and valid title to, or a valid leasehold interest in, the Acquired Assets, free and cl

Section 5.5 — Real Property (a) Owned Real Property. Seller holds fee simple title to the Distribution Center located at 500 Commerce Boulevard, West Jefferson, OH 43162, free and clear of all Encumbrances other than Permitted Encumbrances. There are no outstanding options, rights of first offer, or rights of first refusal to purchase the Distribution Center or any portion thereof or interest therein. The Distributio

Section 5.6 — Condition of Assets The Acquired Assets, taken as a whole, are in good operating condition and repair, subject to ordinary wear and tear, and are adequate and sufficient for the continued operation of the Business as currently conducted. The Acquired Assets include all assets, properties, and rights necessary for the operation of the Business in substantially the same manner as the Business has been con

Section 5.7 — Intellectual Property (a) Schedule 5.7 sets forth a true and complete list of (i) all registered intellectual Property of the Business, including registrations and pending applications for trademarks, service marks, patents, copyrights, and domain names, and (ii) all material unregistered intellectual Property of the Business, including material trade secrets, formulations, and unregistered trademarks.

Section 5.8 — Material Contracts (a) Schedule 5.8 sets forth a true and complete list of all material contracts related to the Business (other than purchase orders entered into in the Ordinary Course of Business), including all contracts that (i) involve aggregate annual payments in excess of Two Hundred Fifty Thousand Dollars ($250,000), (ii) have a remaining term in excess of one (1) year and are not terminable wit