Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Accounting Firm" means Kensington Forensic Advisors LLP, 90 Park Avenue, New York, New York 10016, or such other nationally recognized independent accounting firm as may be mutually agreed in writing by Buyer and Seller; provided, that in no event shall Pemberton Graves LLP or Whitecliff & Harding LLP s

Section 1.2 — Material Adverse Effect Definition. "Material Adverse Effect" means any change, event, occurrence, effect, circumstance, condition, state of facts, or development (each, an "Effect") that, individually or in the aggregate with all other Effects, has had or would reasonably be expected to have a material adverse effect on (a) the business, financial condition, assets, liabilities, or results of operation

Section 1.3 — 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; (d) the terms "Article," "Section," "Schedule," "Exhi

ARTICLE II — PURCHASE AND SALE; PURCHASE PRICE

Section 2.1 — Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase and accept from Seller, all of the Membership Interests, free and clear of all Liens (other than Permitted Liens and restrictions on transfer arising under applicable federal and st

Section 2.2 — Enterprise Value. The parties agree that the enterprise value attributable to the Business and the Membership Interests is Four Hundred Eighty Million Dollars ($480,000,000) (the "Enterprise Value"), subject to adjustment as set forth in this Article II.

Section 2.3 — Equity Purchase Price. The aggregate consideration to be paid by Buyer to Seller for the Membership Interests (the "Equity Purchase Price") shall be an amount equal to: (a) the Enterprise Value ($480,000,000); (b) minus the Closing Indebtedness; (c) plus the Closing Cash; (d) minus the Transaction Expenses; and (e) plus (if positive) or minus (if negative) the Net Working Capital Adjustment (which is th

Section 2.4 — Estimated Closing Statement; Post-Closing Adjustment. (a) Definitions of Adjustment Components. As used in this Agreement: (i) "Closing Indebtedness" means the aggregate amount of all outstanding indebtedness of the Company and its Subsidiaries as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date (the "Measurement Time"), including (A) the Intercompany Note (in the aggregate p

Section 2.5 — Payment at Closing. At the Closing, subject to the terms and conditions of this Agreement, Buyer shall pay the Estimated Equity Purchase Price as follows: (a) Escrow Deposit. Seventy-Two Million Dollars ($72,000,000) (the "Escrow Amount," equal to fifteen percent (15%) of the Enterprise Value) shall be deposited by Buyer by wire transfer of immediately available funds with Granite Trust Company, N.A. (t

Section 2.6 — Intercompany Note Payoff. At or immediately prior to the Closing, the Intercompany Note (in the aggregate principal amount of $50,000,000, together with all accrued and unpaid interest thereon) shall be repaid in full and shall be cancelled and deemed satisfied in all respects, and all Liens securing such Intercompany Note shall be unconditionally and irrevocably released and discharged. At the Closing,

Section 2.7 — Withholding. Buyer (and any other applicable withholding agent) shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are required to be deducted and withheld under the Code, or any provision of any applicable federal, state, local, provincial, or foreign Tax Law. To the extent that amounts are so withheld and timely remitted to the applicable Gover

Section 3.1 — Closing Date and Location. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place remotely via the electronic exchange of documents and signatures at 10:00 a.m. Eastern Time on the date (the "Closing Date") that is the third (3rd) Business Day following the satisfaction or valid waiver of all of the conditions set forth in Article IX (other than those conditions

Section 3.2 — Seller Closing Deliverables. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer (or, with respect to the Escrow Agreement, to the Escrow Agent) each of the following: (a) an Assignment of Membership Interests, substantially in the form of Exhibit B, duly executed by Seller, evidencing the transfer of one hundred percent (100%) of the Membership Interests from Seller to Buyer; (b) c

Section 3.3 — Buyer Closing Deliverables. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller each of the following: (a) payment of the Estimated Equity Purchase Price in accordance with Section 2.5, consisting of (i) the Escrow Amount ($72,000,000) to the Escrow Agent, and (ii) the balance of the Estimated Equity Purchase Price (estimated: $346,000,000) to Seller, in each case by wire transfer o

Section 3.4 — Simultaneous Deliveries. All deliveries at the Closing, including all payments, instruments, certificates, and other deliverables contemplated by Section 3.2 and Section 3.3, shall be deemed to have occurred simultaneously, and no delivery or payment shall be deemed to have been made until all such deliveries and payments shall have been completed. No party shall be required to complete any delivery unl

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF SELLER Except as set forth in the Disclosure Schedules (subject to Section 1.3 regarding the applicability of disclosures to multiple sections), Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date (except where expressly made as of a specified date, in which case as of such specified date) as follows:

Section 4.1 — Organization and Good Standing. (a) The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Secretary of State file no. 4521889). The Company has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on the Business as presently conducted. The Company

Section 4.2 — Authority; Enforceability. (a) Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Seller has full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by Seller

Section 4.3 — Capitalization. (a) The Membership Interests constitute one hundred percent (100%) of the outstanding equity interests of the Company. Seller is the sole member and the record and beneficial owner of the Membership Interests, free and clear of all Liens (other than Permitted Liens and restrictions on transfer arising under applicable federal and state securities Laws). Upon consummation of the transacti

Section 4.4 — No Conflicts; Consents. (a) The exe