Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Accounts Receivable" means all trade accounts receivable and other rights to payment from customers of the Business as of the Closing Date, including all trade accounts, notes receivable, and negotiable instruments attributable to the Business, together with any unpaid financing charges accrued thereon.

Section 1.2 — Rules of Construction For purposes of this Agreement, the following rules of interpretation and construction shall apply: (a) The headings, captions, and titles of the Articles and Sections of this Agreement are for convenience of reference only and shall not be considered a part hereof or affect in any way the meaning or interpretation of this Agreement. (b) Whenever the context may require, any pronou

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, at the Closing, Seller shall sell, convey, assign, transfer, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title, and interest in and to the following assets, properties, and rights (collectively, the "Acquired Assets"), free and clear of all Encumbrances other than Permitted

Section 2.2 — Excluded Assets Notwithstanding anything to the contrary in Section 2.1, the following assets, properties, and rights of Seller (collectively, the "Excluded Assets") are excluded from the Acquired Assets and shall be retained by Seller: (a) Retained Business. All assets, properties, and rights of every kind and description relating to or used or held for use in Seller's commercial janitorial services di

Section 2.3 — Assumed Liabilities Upon the terms and subject to the conditions of this Agreement, effective as of the Closing, Buyer shall assume and agree to pay, perform, and discharge only the following liabilities and obligations of Seller (collectively, the "Assumed Liabilities"), and no other liabilities or obligations of Seller: (a) Trade Payables. All trade accounts payable and accrued expenses of the Busines

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, asserted or unasserted, liquidated or unliquidated, due or to become due, and whether or not relating to the Business, oth

Section 2.5 — Non-Assignable Assets (a) Notwithstanding anything to the contrary in this Agreement, to the extent that the sale, assignment, transfer, or delivery, or attempted sale, assignment, transfer, or delivery, to Buyer of any Assigned Contract or other Acquired Asset would require the Consent of any third party (each, a "Non-Assignable Asset"), and such Consent has not been obtained prior to the Closing, this

Section 2.6 — Further Assurances From and after the Closing, each Party shall, and shall cause its Affiliates to, execute and deliver such additional instruments, documents, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby, including the transfer and vesting of good and marketab

Section 2.7 — Inventory Adjustment (a) Pre-Closing Inventory Count. No earlier than five (5) Business Days prior to the anticipated Closing Date, Buyer and Seller shall jointly conduct a physical inventory count (the "Physical Count") of all Inventory at the Manufacturing Facility, the Distribution Center, and any other location where Inventory is stored. Each Party may have its representatives present during the Phy

Section 2.8 — Earnout (a) Earnout Payment. If the Year 1 Revenue equals or exceeds the Earnout Milestone ($72,000,000), Buyer shall pay to Seller the Earnout Amount ($8,000,000) by wire transfer of immediately available funds within sixty (60) days following the expiration of the Earnout Period. (b) Calculation of Year 1 Revenue. Buyer shall calculate Year 1 Revenue in accordance with GAAP applied on a basis consiste

Section 3.1 — Closing Date Subject to the satisfaction or waiver of the conditions precedent set forth in Article VII and Article VIII, the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Calderwood & Harkness LLP, 599 Lexington Avenue, 36th Floor, New York, NY 10022 (or remotely via the electronic exchange of fully executed documents and other Closing del

Section 3.2 — Deliveries by Seller at Closing At or prior to the Closing, Seller shall deliver or cause to be delivered to Buyer the following: (a) A Bill of Sale, duly executed by Seller, substantially in the form attached hereto as Exhibit A, conveying to Buyer all of Seller's right, title, and interest in and to the Acquired Assets (other than real property and Assigned Contracts); (b) An Assignment and Assumption

Section 3.3 — Deliveries by Buyer at Closing At or prior to the Closing, Buyer shall deliver or cause to be delivered to Seller or, as applicable, to the Escrow Agent, the following: (a) The Cash Consideration of $87,000,000, less the Escrow Amount, for a net amount of $77,500,000, payable by wire transfer of immediately available funds to the account or accounts designated in writing by Seller not less than three (3

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF SELLER Except as set forth in the Disclosure Schedules (each of which shall qualify the specifically identified Section of this Agreement to which such Disclosure Schedule relates and any other Section of this Agreement to the extent the applicability of such disclosure to such other Section is reasonably apparent on its face), Seller represents and warrants to Buyer as

Section 4.1 — 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 full corporate power and authority to own, lease, and operate its properties and to carry on the Business as currently conducted. Seller is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdict

Section 4.2 — Authority and Enforceability Seller has full corporate power and authority to execute, deliver, and perform this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by Seller of this Agreement and each Ancillary Agreement to which it is a party, and the consummation by Seller of

Section 4.3 — Title to Acquired Assets Seller is the sole and exclusive owner of, and has good and marketable title to, all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. At the Closing, Seller shall transfer, convey, and deliver to Buyer good and marketable title to all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. No Acqu

Section 4.4 — No Conflicts; Consents (a) Except as set forth on Schedule 4.4, the execution, delivery, and performance of this Agreement and the Ancillary Agreements by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or violate any provision of Seller's articles of incorporation, code of regulations, or other organizational documents; (

Section 4.5 — Financial Statements (a) Seller has delivered to Buyer true, correct, and complete copies of the following financial statements (collectively, the "Financial Statements"): (i) The audited balance sheets, statements of income, and statements of cash flows of the Business for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, together with the notes thereto and the reports

Section 4.6 — Absence of Certain Changes Since June 30, 2022, Seller has conducted the Business only in the Ordinary Course of Business, and since such date there has not been any Material Adverse Effect. Without limiting the generality of the foregoing, since June 30, 2022, except as set forth on Schedule 4.6 or as expressly contemplated by this Agreement, Seller has not, with respect to the Business: (a) sold, tran